


Penelope Parker: Spider-Man

by Battler127



Category: Marvel (Comics), Spider-Man - All Media Types
Genre: Action/Adventure, Alternate Universe - Canon Divergence, Blood and Violence, Character Development, Emotional Hurt/Comfort, F/M, Female Peter Parker, Fluff and Humor, Headcanon, Light-Hearted, Mild Language, Mistaken Gender as Vigilante, POV Third Person, might get dark
Language: English
Status: In-Progress
Published: 2019-10-28
Updated: 2020-08-11
Packaged: 2021-01-05 21:03:35
Rating: Not Rated
Warnings: Creator Chose Not To Use Archive Warnings
Chapters: 8
Words: 43,060
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/21215051
Author URL: https://archiveofourown.org/users/Battler127/pseuds/Battler127
Summary: Penelope 'Penny' Parker was just your average girl who went to High School, but a spider-bite changed all of that. Now gifted with amazing powers and suffering a personal loss Penny chose to fight crime as the Amazing Spider-Man-despite being a girl. But with bad guys coming out of the woodwork will she thrive or die?





	1. A Day in the life of Penelope Parker

**Notes for the Chapter:**

> This is the longest story I have from my fanfic account, figured I could post it here as well, though I'm only doing one chapter at a time because I'm correcting some minor stuff before I do post it.

A man with reddish brown hair had a frown while waiting at a cafe, checking the time on his watch, dressed in a well-groomed blue business suit. "Where is he?" Norman Virgil Osborn muttered in annoyance.

Norman was the infamous CEO of a company known as Oscorp Industries and was notorious for his cold, calculative and underhanded nature in doing business in the weapons and genetics department, trying desperately to unlock the key to human evolution.

A lot of people have tried to outdo him, one of them used to be Stark Industries before the CEO Anthony 'Tony' Stark grew weak and began to dismantle his weapons despite creating what Norman 'grudgingly' thought was one of the best weapons ever.

But he digress, with Stark out of the weapons business he was near the top his only competition being Hammer Industries, he wasn't worried as Justin Hammer was a complete idiot.

So that was why his 'special guest' has asked for him to meet here in this Cafe, although Norman was annoyed at the fact that this man would not show up on time. But he hid his annoyance well as because this special guest was the way for him to easily reach the top of weapons development.

If there was one thing Norman hated, it was having his time wasted when it could be done working or telling that messenger from Fisk Industries to tell Wilson Fisk to shove it considering he was never going to sell his company to that neanderthalic fat lub of tar.

Looking up from his musings, Norman finally realized that the diner which was full of people was now extremely quiet. No one was around.

Checking behind him to see that even the waitress was gone, Norman turned back around only to see his coffee gone.

Giving a frown, Norman glanced back at the man in front of him who was currently stirring a spoon in what was his coffee. "Sergeant Nicholas Fury, so you finally showed up." He said his irritation showed with the man giving him a bored look.

"It's Director Fury now, Osborn." Nicholas Joseph Fury, a tall, well-built caucasian man in a blue SHIELD uniform that was basically 9-ply Kevlar mixed with beta-cloth, an eyepatch over his left eye, his dark hair that was gray on the sides slicked back. "I apologize for being late, but you aren't the only appointment I've had today."

Norman glared at Fury who glared right back idly taking a sip of the stolen coffee. "So Director, what exactly do you want to speak with me about?" Norman asked, hiding his annoyance again in an attempt to be civil due to seeing the SHIELD Agents outside, no doubt listening in on this conversation.

Fury smirked, already knowing that Norman was annoyed and he enjoyed it a bit considering he knew how ruthless the man was.

It was that sort of ruthlessness he needs at this moment.

But then Fury got a serious glare. "Know this Osborn, everything I'm about to say is top clearance that most people in SHIELD need to be at Level 12 to know and if you utter a single word even in your sleep of what is said I will have you charged with treason and destroy everything you've worked hard to build," He said in a dark tone, showing that he wasn't kidding at all, there was a reason he was the new Director after all. "Do you understand?"

"Perfectly," Norman for his credit didn't look too phased. "I'm not stupid Fury, I'll keep my mouth shut, however I will be including one more scientist in this if I have to."

If Fury didn't have his interest before he did now, Norman knew all too well that SHIELD had up to 13 different levels of intel and only a handful of people was at 13, one of them sitting right in front of him.

So the fact that he was being given access to Level 12 clearance data almost made up for Fury wasting his time.

Fury just fixed his glare at Norman for that before giving a nod, seeing that he was serious and he knew fully well who that scientist was. So he slipped him a tablet after turning it on.

Raising a brow, Norman just glanced at it, his eyes bugging out due to the formula's. "Is this-?"

"What's left of Erskine's Super Soldier Formula," Fury leaned back, enjoying the shocked look on Norman's face. "The same formula that turned Steven Rogers into Captain America."

"I thought all of it was destroyed." Norman said giving Fury an accusing glance.

"You thought wrong," Fury didn't say anything more to that. "We had a SHIELD team making progress on it but the information on it was stolen and sold to Hydra, renaming it Weapon X."

"Hydra-fuck," Norman cursed at hearing that. "You let Hydra steal something like that?!"

He might not be a saint in his own company but Hydra was a terrorist organization spawned from the Nazi's in World War II that kept to the shadows these days.

"Not willingly I can tell you that much," Fury had a dark frown remembering how John Garrett was a Hydra Sleeper Agent who stole the info, he was killed by Fury himself but not before he transferred half the data. "But you know what this means."

"War is coming," Norman got the idea quickly. "All that is needed is for someone to light the match."

"And with Stark being Iron Man, SHIELD can't count on him making weapons," Fury stated with a frown even though he understood his reasons and he knew he couldn't count on Xavier and his X-Men. "What we need is Captain America."

"Rogers died taking the Red Skull with him." Norman pointed out, although he got an idea of what Fury wanted him to do.

"Which is why we need a new one," Fury stood up, walking to the Diner window, hands clasped behind his back. "Let me get this straight Osborn, I despise you and I'm certain that the feeling is mutual, but you're the world's best leading Geneticist with a degree in Bioengineering that isn't in SHIELD at this moment and Banner is currently MIA after the Gamma Explosion."

"So you need me to crack this formula." Norman had a gleam in his eyes at the challenge.

This was it. This project will be the one to lead him to the top and make history as the one who cracked the mythical Super Soldier Serum.

"Yes, but you screw me over and there will be nowhere you will hide from me," Fury warned darkly. "I'll be keeping an eye on you."

"Of course you will." Norman snarked, nearly making a remark about Fury needing it at the moment before he held his tongue.

Antagonizing the man at this stage will not do well for him.

Fury gave a nod and pulled out a Flash Drive tossing it to Norman who caught it. "Don't make me regret this."

"Don't worry Fury, I plan on making good on my end as long as you make good on yours." Norman said hiding a smirk.

* * *

That night, Norman entered a lab beneath Oscorp Industries as he saw a man in a white lab coat with a bowl-shaped haircut and goggles, working hard on a project that he had going on. "Octavius, how goes the joint project with Mr. Smythe?"

"It's going well Norman," Doctor Otto Octavius began, looking up at the man and taking the goggles off to look at him. "Smythe despite his young age is a genius with robotics, even more so with my tutelage."

"Good, but I'm going to have to reassign you to a different project soon." Norman said surprising Octavius who frowned in response.

"Norman, you know this is my life's work."

"I'm not telling you to destroy it or to stop working on it, but I have another project one that I will be working with you personally." Norman stated, now earning Otto's curiosity.

For Norman himself to get involved, it must be groundbreaking.

"Oh?"

"Tell me, what do you know about Project Rebirth?"

"Only that the formula was destroyed with the death of Doctor Erskine." Otto said before Norman plugged the flash drive in and it came up, making his eyes widen in intrigue. "Norman, how did you-?"

"Compliments of Nick Fury the Director of SHIELD." Norman answered smoothly. "You ready to get started?"

Otto smirked, leaving the project that was shown to be an unfinished metal tentacle on the workbench.

"Astounding." Otto muttered an hour later of looking into the project, a cup of coffee in his hand. "Erskine was definitely a man born years too soon."

"How long do you think it will take to complete it?" Norman asked looking at the screen as well while writing down some new formulas.

"If we're being optimistic two years at most." Otto answered his boss. "A year if we work endlessly."

"Then get ready to work until you drop," Norman said coldly, as whenever he wasn't running the company he was going to work on this project just as much. "We'll need some animals to test it on once we have a breakthrough."

"Any particular ones?" Otto asked knowing how Norman operated, with him copying the formula to paste it on his personal laptop and began making changes to it.

"Rats, Iguanas, Scorpions, Spiders," Norman listed various animals off. "I don't care, any of them."

The two got to work on the formula, but after a bit, Norman himself actually got tired of the silence. "So how was that Science Class you were teaching?" He asked a bit curious about that knowing that Otto took the summer off to teach it.

"As usual most of the children there were sent by their parents to get a break from them." Otto muttered in distaste before brightening up. "There was however one student that showed potential."

"Oh?" Now Norman had looked interested as it took quite a lot for someone to show potential with how picky Otto was.

"Yes a young lady, Penelope Parker-."

"Parker?" Norman stopped and looked at Octavius, causing the man to look up from the formulas.

"Yes, you know her?"

"My son is friends with a Penelope Parker, she's thirteen with brown hair right?" Norman made a mental note to look into her while Otto gave a nod, confirming it was the same person as he was thinking about. "How did young Miss Parker catch your attention?"

"By asking me about some of my work in robotics," Otto said proudly. "She read my thesis from my college days and surprisingly understood all of it."

Norman frowned at hearing that.

It wasn't everyday someone like that came around.

"We'll keep an eye on her and hire her when she graduates if she still shows promise." Norman said making Otto chuckle.

"Duly noted." Otto erased a formula showing the Vita Rays and wrote down the idea of Cosmic Rays to see if it would work. "Speaking of your son, how is he?"

"Harry is nothing more than a disappointment these days." Norman stated coldly with no hint of regret. "I swear that boy takes after his mother."

Otto gave a nod and wisely dropped the subject.

** _~A Year Later~_ **

"Alright you can do this," A skinny fourteen year old girl muttered, taking a deep breath with short brown hair and taped glasses covering her brown eyes.

She was currently standing outside of Midtown High School, dressed in simple blue shirt with a pocket that held a pen and blue jeans on, showing a nerdy look.

She was trying hard not to shiver with nerves.

"It's just High School." Penelope 'Penny' Mayday Parker muttered, swallowing a lump in her throat.

She already knew she would fail with first impressions of the last road before graduation considering her family didn't have enough money to buy some better looking clothes, but she was happy with what she got.

"Penny, are you just going to spend all day standing out here?" A voice asked causing Penny to let out a small 'eep' before glaring at the guy who snuck up on her. "Man, why did Gwen teach you the look?"

"Because it's effective with you Harry." Penny deadpanned before smiling at one of her two best friends, Harry Osborn, a young man who was nearly the spitting image of his father, only with green eyes instead of blue, dressed in a white shirt and black jacket. "You ready for High School?"

"Why not, it definitely has to be better than Middle School." Harry gave a shrug.

Penny gave a small snort. "Anything is better than going to school with a mixture of small preteens and giant shaved gorillas." She remarked, making Harry chuckle.

"I suppose it is." Harry remarked before the third member of their little trio caught up to them, a blonde haired girl in an orange hoodie, holding two books to her chest. "Morning Gwen."

Gwendolyn Stacy smiled at him. "Morning Harry. Morning Penny, you guys excited?"

"Define excited." Harry drawled not too thrilled about school being back in session.

"Nervous is more like it," Penny told Gwen biting her lip. "I mean we only have four years left."

"It'll pass quickly." Gwen reminded her.

"So did you girls catch the news?" Harry asked with them walking through the front door. "Apparently Iron Man is doing a Charity event in New York in about two months."

"Really?" Penny asked in surprise. "Doesn't he live in LA or something?"

"When you're a billionaire, Italy is right around the corner." Harry said with a shrug before smirking. "Hoping to get a peek of your hero?"

Penny gave a glare, her cheeks going red. "Hey, I just think it's cool on how he was able to build the first model of the suit in a cave, I would love to ask about some of the stuff he made."

"True that," Harry said agreeing with her, turning to the blonde of the group. "You want to go Gwen?"

"You know how my Dad feels about people like Stark." Gwen said reminding them that her Dad was the Chief of Police and always thought that crime should be handled by the law instead of 'Superheroes'.

Harry winced. "Right, forgot about that," He muttered, brightening up when they saw a board. "Hey there's the Homeroom list, think we're in the same homeroom again?"

"Probably-." Gwen paused when she saw her name on one list while Penny found her name on a different one, Harry soon finding his. "We're separated?"

"Oh boy." Penny muttered, surprised by this as they already had their schedules with different periods.

But still it was already nerve-wracking just adjusting to High School without having to be separated.

"I-It's not the end of the world," Harry said a bit nervous now but putting on a front to act like he wasn't. "I mean we can still see each other after school."

"Yeah, with three hours to hang before we have to go home." Penny agreed with a nod before wincing. "Damn you're with Flash?"

Harry groaned at that.

Eugene 'Flash' Thompson was the Quarterback for the Middle School Football Team and would most likely be the Quarterback for the High School Team. Originally he was friends with the trio during Pre-K but he had a bit of a falling out with the group and became a distant bully, although his favorite target seemed to be Harry due to how he wouldn't hit girls.

"I'd worry more about you Penny, you're with Sally." Gwen said, making Penny pale.

Sally Avril was another of the popular group-a cheerleader that seemed to love messing with Penny, calling her washboard or geek, the classic Cheerleader vs Nerd.

"What about you?" Harry asked with Gwen checking again.

"Liz Allen." Gwen revealed making the two give light-hearted glares for different reasons.

Harry had a bit of a crush on Liz in Middle School, wanting to ask her out if it wasn't for the fact that Flash was dating her-although he has gotten over it recently while Penny felt that Liz was the nicer of the Cheerleaders and felt Gwen got lucky avoiding having a class with Sally.

"Hey what's with the looks?" Gwen asked seeing that.

* * *

Penny sighed while walking in the hallway after homeroom, feeling thankful that Sally didn't try anything too bad on the first day of school only to bump into someone, knocking some books to the floor. "Sorry." She apologized, stopping to help only to hear a familiar chuckle.

"That was on me, Sis." Penny's head snapped up to see a blond haired young man wearing a black jacket with a white shirt on underneath it. "How's it going?"

"Eddie?" Penny asked in shock, her face turning a shade of red, embarrassed by running into someone who was practically her brother. "W-What are you doing here?"

Eddie Brock Jr. gave a mock frown. "Now is that anyway to treat your old friend?" He asked shaking his head. "I'm hurt."

Penny knew he was kidding from the grin he had on his face. "I meant what are you doing in school? I thought you graduated. Heck you chose to go to college in Florida."

"I did but I transferred here for my last year and Doctor Connors asked for me to speak with Mr. Warren about something." Eddie explained to the girl who was like a little sister to him.

"Doctor Connors?" Penny asked, her eyes wide. "As in Doctor Curt Connors one of the world's leading experts on genetics behind Harry's Dad?"

"The very same." Eddie said with a chuckle now having everything picked up before he smiled. "In fact the reason for the meeting is to ask Dr. Warren to keep an eye out for some students who would be good interns for Doctor Connors, you have him don't you?"

"Y-Yes." Penny's breath hitched at the thought of this, knowing what Eddie was giving her the heads up for.

If she impressed Dr. Warren she might be recommended to be an intern for Dr. Connors.

That would be an amazing opportunity.

"Remember, you didn't hear it from me Sis." Eddie said giving a stern look.

"Hear what?" Penny asked innocently, earning a laugh.

"Exactly." Eddie said clapping her on the shoulder before leaving with a wave. "Hey tell Aunt May and Uncle Ben I said hi."

"Tell them yourself when you visit." Penny called after him with a fond smile.

Eddie was pretty much a part of the family in all but blood as both Penny's and his parents were on a plane that crashed, leaving Penny with her Aunt and Uncle while Eddie looked about ready to grow up alone-or rather he would've if the Parkers didn't adopt him due to being close friends of the Brocks.

So with that she walked around the corner only to see the sight of Harry being held against the locker by a blonde teenager wearing a red jacket and blue jeans. "Seriously Flash? It's the first day of school!" Harry complained to the jock, a little miffed by this.

Usually he would have no problem punching Flash, but Harry was warned by his father to not cause any trouble that would involve him being phoned, so he had to forget that idea.

"What can I say, I missed the quality time we had Harry." Flash said with a smirk.

"Hey!" Penny approached the pair with a glare. "Put him down."

Flash just gave her a glance, not even intimidated before his smirk got bigger. "Aw do you have to rely on your girlfriend to help you?" Flash taunted Harry earning a glare from both of them. "Wow, how pathetic."

Then Penny smirked. "Hello Mrs. Darrell." She said making Flash tense as that was the name of his homeroom teacher and spin around, letting go of Harry to see-... Nothing.

It took a split second for the jock to figure out what just happened and he turned to see Penny already between him and Harry giving him a look.

As they stared each other down, Penny swore she saw what looked like an old bruise on Flash's cheek, but he turned away before she could be sure.

"Tch, whatever." Flash muttered shaking his head while he walked off.

Once he was out of sight, Penny turned towards Harry who was still on the ground, looking down. "You alright?" Penny asked holding a hand out to help him up.

Harry instead pushed himself up, ignoring the hand. "I'm fine," He said, although there was a tinge of annoyance in it. "I could've handled that."

That surprised Penny who gave him an incredulous look. "Hey I was just trying to help." She said to him, not getting why he was annoyed.

"I didn't need any help," Harry muttered, not even looking at Penny with an embarrassed expression on his face. "It was just Flash being an asshole."

He walked away without another word at that point, leaving Penny to give him a worried look wondering what that was about before the bell rang, bringing Penny to realize that she would be late if she didn't move.

* * *

Around lunch time, Penny was poking her food a little disheartened due to how Harry or Gwen weren't in the Cafeteria-although given the food they were serving she wouldn't blame them.

"Man and I thought Aunt May's Meatloaf looked bad." Penny muttered in a joking tone.

"Don't let her hear that," Gwen's voice surprised Penny who looked to her left to see the blonde giving her a weird look. "Something wrong?"

"Nope," Penny said hiding her relief at seeing one of her friends at the moment. "Had a happy surprise with running into Eddie earlier."

Gwen's eyes widened. "Eddie? What was he doing here?"

"Wouldn't say, something about business with a teacher." Penny said a brief flash of guilt for lying to her friend but she knew Eddie wasn't supposed to tell her for a reason. "I told him that he should visit now that he's back in New York, Aunt May and Uncle Ben would be thrilled to see him again."

"The only person who wouldn't be thrilled would be Flash." Gwen commented earning a chuckle from Penny.

"Given how Flash wouldn't go near Eddie again after destroying our friendship that's no surprise." Penny said remembering that day clearly.

But then her mind flashed back to the bruise on Flash's face and she gained a concerned look.

When they were still friends, there were times when Flash had injuries with no explanation but would always keep the conversation away from them until one day he just started picking on other kids.

'_ Maybe if I just confronted him about that he would've been here still being our friend. _' Penny thought before Gwen snapped her fingers in front of the girl making her blink.

"Okay spill, what's wrong?" Gwen asked a bit worried.

Penny bit her lip a bit unsure about telling this to Gwen, especially in school where anyone would overhear before deciding to say something else that was bothering her. "Oh Harry was a bit cold earlier because I stood up to Flash who was messing with him." She said with a frown while Gwen raised a brow.

"Penny you can be so oblivious sometimes." Gwen muttered under her breath.

"Hm?" Penny looked towards her in confusion, not hearing what was said.

"Harry will be fine after school," Gwen said already knowing how it was as she also stood up to Flash for him at times. "You know he's prideful."

"Right." Penny looked a bit sheepish at that, truthfully forgetting that part.

* * *

Penny had a smile on her face with school letting out, so far it hasn't been a bad day.

Sure there was the cold shoulder with Harry earlier but it was still an enjoyable day and today she'll be working on her father's formula when she got home-.

As soon as Penny finished going down the stairs, ice cold water poured over her, causing her to drop her books in surprise while her clothes stuck to her skin, her glasses falling off.

"Oops sorry Parker," Penny looked up to see Sally giving a smirk at her, an empty bucket in her hands. "You looked like you could use a drink."

Penny gave a glare, although her eyesight was blurry due to her glasses being on the floor now.

"Ooh be careful or your face will stay like that," Sally laughed at the glare before putting a finger to her chin in mock thought. "Then again it might be an improvement."

With that said, Sally left with a laugh while Penny sighed and picked up her glasses and now sopping wet books. "How is it I can stand up to Flash for my friend but I can't stand up to Sally?" Penny quietly questioned herself kicking herself for thinking that maybe for once Sally wouldn't have tried anything.

Hearing an AC-DC song coming from her pocket, Penny took her phone out to see a text from Harry asking where she was at, reminding her that Harry and Gwen were waiting for her to hang out in town that day.

But instead, she typed that she had to make a rain-check, saying that her Aunt and Uncle just called.

She paused before sending it with a sigh, she'll make it up to them tomorrow.

* * *

Harry looked surprised when he got the answer from Penny. "Huh."

Gwen looked over and saw the message due to how Harry was making no attempts to hide it. "That's weird for her."

"Hey do you think she's angry at me for earlier?" Harry asked as Gwen talked to him about it earlier.

"Probably, but Penny isn't usually angry about stuff like that," Gwen said sounding a little worried. "She seemed distant at lunch too, then again it could be because Eddie is back in town."

That surprised Harry. "He is?" He asked not expecting that, although it would explain why the Parkers called Penny home if her adopted brother was back.

Then Harry smiled.

"Think we can all get together then like old times?" Harry asked with a grin as before Eddie graduated he hung out with them.

"That does sound like a good idea," Gwen said a smile on her face before raising a brow. "Although old times? Really?"

Harry felt himself turn red. "What? It feels like it's been too long." He protested despite her chuckle.

"You're right, it has been." Gwen agreed, thinking back on it before a smile filled with mischief crossed her face.

On seeing that, Harry grew wary. Years of friendship with the blonde had him on edge with that smile.

"So you and Penny are still going to that charity event that Tony Stark is throwing?" Gwen asked innocently.

"Maybe." Harry responded, having a feeling on where this was going.

"So is this your way of asking her out?"

Harry went silent, placing a hand on his face. "I should've never told you about this." He muttered as last year when he got over Liz he began to feel something for Penny, one of his best friends.

So he went to Gwen for advice, something he wishes he could take back.

"Harry it's pretty obvious, even Kong was able to see it," Gwen commented a bit amused but she had a kind smile. "Come on, you and Penny would look cute together."

"I'm not having this conversation." Harry denied placing his hands on his ears. "La-la-la."

Truthfully he just didn't want to screw up his friendship with Penny so he kept quiet about it.

"At least just give it a shot, it doesn't even have to be a real date, more like a practice one," Gwen suggested despite Harry not wanting to talk about it. "Just try and get a feel for it."

"Maybe I will when you ask Hobbie Brown out." Harry returned, surprising Gwen as she looked away, blushing.

"T-That's different." Gwen tried to deny while Harry chuckled.

"So you say."

* * *

"I'm home." Penny called out, her clothes partially dried during the walk from Midtown High to Queens, New York.

"There she is." A forty year old man with brown hair turning grey said, a smile on his face while reading a paper, a pair of reading glasses on. "How was school?"

"It was fine Uncle Ben." Penny said, taking her shoes off.

Benjamin Parker raised a brow, noting how her clothes were wet. "Weren't you supposed to be in the city with your friends?" He asked curiously.

"I was just tired from school, you know how it is on the first day." Penny said with a shrug, although Ben gave her a look of disbelief. "So where's Aunt May?"

"I'm in the kitchen," A young woman in her late thirties poked her head out of the kitchen, with black hair on the verge of turning grey like Ben's. "Did you walk by yourself today?"

"I figured it was a beautiful day." Penny looked away while Mayday Parker met Ben's eyes before he tilted his head causing for May to give a nod.

"Penny do you want to help in the kitchen? I'm making some banana bread." May offered earning a smile from Penny.

"Who'd refuse an offer like that?"

"Not anyone who's sane that's for sure." Ben quipped, happy that whatever was bothering Penny seemed to be forgotten for the moment.

"I'll meet you in the kitchen in a bit Aunt May, I just need to put my bag in my room." Penny promised, walking past them. '_ As well as put on dry clothes. _'

Both adults waited until she was upstairs before Ben sighed. "Think it's that Sally girl again?"

"I know it's something and I don't like it," May remarked a worried look on her face, neither of them aware that Penny was listening right at the top of the stairs. "Penny is such a fragile girl."

"Hey Penny is a smart girl, she knows she can tell us anything May." Ben said with a warm smile.

"You're right." May sighed, giving a nod to Ben. "But I can't help but worry."

"She's practically our daughter, of course you'd worry."

Penny stopped listening at that point and headed to her room.

* * *

That night after dinner, Penny was in the basement where her makeshift lab was dressed in a red shirt and grey sweatpants, formulas on the chalkboard along with beakers and vials, while she looked over the formula left by her biological father Richard Parker.

It was a formula to create, if her father was right, an adhesive bond that would be ten times stronger than glue itself and possibly cement if Penny can finish it.

This was the whole reason she started to get into science, to finish the formula that her father started and maybe if she played her cards right she could make money off of this and make sure that Aunt May and Uncle Ben can live a good life.

After everything they’ve done for her since they took her in, they deserve nothing but the best.

"Carry the one," Penny muttered underlining a certain formula while erasing another equation. "No, no definitely not."

A knocking, caused for Penny to stop in surprise as it was coming from the door leading from the basement to the backyard.

"Penny you in there?" Harry's voice came through.

"Harry?" Penny walked to the door and unlatched it to show the Osborn scion there. "What are you doing here?"

"What? I can't swing by to see a friend?" Harry joked with a grin, causing for Penny to cross her arms, an amused look on her face.

"You know if Uncle Ben knew there was a boy down here with me this late he would have his gun ready right?" Penny quipped, seeing Harry's face pale a bit.

"Didn't think about that," Harry muttered, earning a laugh from Penny before he whistled, seeing the lab. "Man you must have more science stuff in here than Dad does back home."

"I aim to please," Penny quipped turning back to the formula as Harry closed the door behind him. "So what do I owe the pleasure of the impromptu visit?"

"Do you have your phone on you?" Harry asked surprising Penny by the question. "I texted you a half hour ago saying I was on my way."

"Oh, sorry I usually turn it off whenever I'm in here," Penny apologized sheepishly, tilting a beaker into a vial to mix two chemicals together. "I need to have some safety measures after all."

"I see," Harry said never realizing that, but then again he never really went into Penny's home-made lab before considering he wasn't much of a science person. "So what are you working on?"

"A formula Dad never finished, I'm hoping to crack it," Penny said giving a grin that faltered a bit. "Hey sorry for missing out on hanging with you guys earlier."

"It's fine there's always tomorrow." Harry said showing that there were no hard feelings about that.

Penny gave a nod, feeling some relief. "Yeah, tomorrow." She agreed before pointing to another beaker by Harry. "Mind handing me that?"

Harry shrugged and did so, stepping back while Penny continued working. "Hey are you mad at me?" He asked a bit hesitantly.

Penny blinked and placed the beaker down. "Mad at you? For what?"

"You know, the thing with Flash." Harry rubbed the back of his neck. "I shouldn't have sounded so annoyed with you when it was just Flash I was annoyed at."

"I think even Flash’s reflection would be annoyed by him," Penny quipped earning a snort from Harry at the ridiculous joke. "On a more serious note, I'm not mad at you so don't worry."

Harry smiled a bit and went quiet while Penny went back to her work, his eyes wandering around the lab before he saw a picture.

It was one that showed Penny with her parents, her Aunt and Uncle along with Eddie and his parents, Harry, Flash and Gwen with her father on a picnic in Central Park.

But he stared more at how happy Penny, Eddie and Gwen were with their family while remembering how his Dad was. '_ Must be nice having a family that cares. _'

"Harry?" Penny's voice brought Harry back to the present while she looked curious. "Something wrong?"

"No." Harry said after a moment, not wanting to bring his thoughts up as he saw Penny give him a worried look before he sighed. "But I want to say sorry about the whole incident with Flash anyways."

"Wow, you're apologizing?" Penny asked in surprise.

"Hey just because Norman Osborn doesn't apologize doesn't mean I can't." Harry crossed his arms and looked away.

"How is your Dad by the way? I don't think Gwen or I ever met him." Penny was curious about that while Harry shrugged.

"He's been working a lot this last year, even I rarely see him." Harry's answer caused for Penny to wince at the obviously sensitive subject before she decided that she wasn't going to be able to focus and closed her book.

"You wanna watch the Tick?" Penny asked surprising Harry.

"The Tick? You still watch that?"

Penny shrugged. "It's funny and what other show uses a spoon as a weapon in one episode?"

Harry just gave her an amused look before she turned the TV in the basement on.

_**To Be Continued...**_

**Notes for the Chapter:**

> Alright let me get some things straight.
> 
> First off I'm using the original Fury, nothing against the Ultimate Fury or Samuel L. Jackson but he's been used way too many times in fanfics that barely anyone remembers the original kickass soldier and showing many mentions of various characters like the X-Men, Iron Man, Hydra, Captain America and the Hulk-the Fantastic Four don't exist yet.
> 
> Secondly yes Penny hasn't been bitten yet so no Spider-Man yet-it will be explained on how she gets called that despite obvious reasons-but that might change in the second or third chapter.
> 
> Eddie Brock was adopted by the Parkers after the death of his and Penny's parents thus making a closer relationship between those two. Flash used to be their friends and yes he's being abused as that much is obvious-it's canon in the Earth-616 comics with his father a cop being the abuser, it will be explored upon later.
> 
> Aunt May and Uncle Ben are in their forties due to the fact that it's kind of unrealistic for them to be so old with Penny just being a teenager.
> 
> Now Penny here is different from Peter Parker despite being the same person just a different gender. She's a bit more confident due to how Flash never picked on her-hey he might be a jerk at the moment-albeit one with a good reason-but he never hits girls so she has no trouble standing up to him for her friends. The same can't be said when Sally's involved for obvious reasons.
> 
> So tell me what you think.


	2. Setting the Pieces

Norman frowned, looking over the various animals they injected with the serum he and Octavius created, dubbed the Oz formula due to how while it was like the super-soldier serum in the beginning the changes have made it much more potent.

But he only had animals tested and there weren't enough satisfactory results to condone human testing and he knew that if he even tried Fury would be on him shutting his research down while taking the results.

Still the fact that the two animals, a green scorpion that was sedated due to how it kept breaking out of containment and a big red and blue spider that sat in its cage, looking right at him with the eight eyes, survived and thrived intrigued him.

' _ Is it just arachnids that are affected? _ ' Osborn mused looking at the two specimens, he was planning on moving the spider to another location due to the fact that if the scorpion got loose again it would no doubt try to eat the spider and he rather not lose any of his research.

Norman barely flinched when a metal tentacle tentatively picked up the scorpion in front of him. "More tests Octavius?" He asked seeing the scientist now wearing a metal harness that allowed for him to use four metal tentacles for his tests.

It was because of Octavius that there were no incidents with the scorpion breaking out as the tentacles were able to subdue it pretty easily, being made of Titanium.

"I find myself intrigued with this one," Octavius elaborated, dropping the scorpion in an adamantium cage they prepared specifically to hold it. "I still don't understand your fascination with the spider considering the scorpion is its predator."

"There's something different about the spider, while the scorpion is able to break out, theoretically the spider can as well." Norman said with a frown as at one instant they came in with a cracked cage for the spider. "Yet it doesn't, almost like it's waiting."

Octavius just raised a brow at that. "You think the Oz formula enhanced its intelligence?"

A few years ago he would've scoffed at the idea but with how strange the world was getting it wouldn't be the weirdest thing to happen.

"Perhaps," Norman had a frown, his curiosity peaked with the spider. "Have you ever heard the story of Arachne?"

"The woman that Athena turned into a spider because she beat her at being a spinstress?" Octavius had a dull tone, not being a fan of mythology but knowing the basics.

Norman went to say more only for a beep to interrupt him. "Osborn here." He said bringing his phone up to his ear.

" ** _How's the progress?_ ** " Fury's voice came through.

"We're moving at a big rate," Norman answered, turning away from the spider with a frown. "Only one specimen survived though."

That surprised Octavius who looked at him with a raised brow, wondering what Norman was playing at.

" ** _Funny, I was aware that there were two._ ** " Fury didn't sound amused while Norman smirked coldly, knowing that the man most likely hacked his files, making a mental note to have future ones about the spider as paper files.

"The spider specimen was destroyed due to the scorpion breaking out again, it's currently sedated inside of an adamantium cage for us to work more on discovering the effects before we approach you about the possibility of human testing, possibly adding a little gamma-."

" ** _Absolutely not,_ ** " Fury cut him off, a narrowed eye at the thought. " ** _We are not risking another Hulk running around if you play with Gamma Radiation._ ** "

"I'm not going to make the same mistake as Banner-." Norman went to say but Fury didn't want to hear it.

" ** _Osborn if I even catch a hint of you fooling around with Gamma Radiation the deal is off._ ** " Fury warned while Norman gritted his teeth, annoyed by the limitations he was placed in. " ** _Are we clear?_ ** "

"Crystal."

" ** _Good, I'm going to send Agent Coulson to get some results tomorrow,_ ** " Fury told him surprising Norman. " ** _So be ready._ ** "

With that, Fury hung up while Norman put his phone away. "Lying to Nick Fury? Now that's quite the surprise there." Octavius said carefully, not sure if he wants to know.

Having Plausible Deniability if this goes south would be a good option to have.

"Keep working on the Scorpion, but anything else we use the Oz formula, for keep on paper only, we're not going to risk SHIELD hacking us anymore." Norman ordered while looking at the spider. "And be ready to sedate the spider because I'm moving it to my personal lab."

* * *

Penny was humming to herself while working on her notes during lunch, it's been close to a month since school started and so far things have been going pretty well.

Especially Mr. Miles-or as he preferred to be called Doctor Miles with her being one of his top students in answering just about every question in science-it did give her a bit of a reputation as a 'Teacher's Pet' but it was a small price to pay for impressing the man to be one of the chosen students to intern with Dr. Connors.

"Man I'm starting to think you're obsessed with that." Harry commented, sitting across from Penny.

"In a mad scientist way or just crazy obsessed?" Penny asked earning a deadpanned stare.

"Why would that part matter?" Harry asked shaking his head.

"Because if I'm the mad scientist type at least I have a chance at taking over the world." Penny had a grin at her joke.

"What's this about taking over the world?" Gwen asked sitting next to Penny just hearing that last part.

"Oh just letting Pinky in on my plan." Penny commented in her best Brain impression.

"Why am I Pinky?" Harry asked in disbelief.

"Cause I'm apparently the mad scientist," Penny answered immediately. "So that makes me the Brain."

"I'd say you're more Wacko." Gwen inputted, Harry giving a laugh at hearing that.

"Alright, Dot." Penny returned, a grin on her face before they all dissolved into laughter.

"Wow, this conversation got way off track." Harry shook his head at how easily distracted they are. "But my point still stands that you're being obsessive about that."

"Meh could be worse," Penny returned closing the notebook. "At least I'm not going Gollum on anyone."

"If you start calling that your precious I'm tearing it up." Harry warned lightly with Penny sticking her tongue out in retaliation.

"Harry does have a point Penny," Gwen told her. "It's not going anywhere."

"Yeah I suppose." Penny muttered knowing they were right about it before giving a grin. "But what scientist isn't obsessed with their work?"

Both of them sighed, giving her that.

"Speaking of scientists, did you see the News this morning about Reed Richards?" Gwen asked earning Penny's complete attention while Harry looked her way with a raised brow, not really all that interested but was curious in what happened.

"No what?" Penny shifted in her seat wanting to know.

Gwen gave a grin. "Apparently he and the infamous Victor Von Doom are doing a joint project together, something about studying the effects of Cosmic Radiation." She said earning a look of awe from Penny.

"Cosmic Radiation?" Harry looked between the two feeling left out due to how he wasn't that into science like the two of them. "Okay let's pretend I don't know what that is."

"It's a source of background radiation that originates from Outer Space," Penny began to explain, her face lighting up at the thought of this. "The Earth's magnetic fields helps change the amount that actually makes it to earth thereby protecting us."

Harry gave a nod, understanding a little of that from the explanation. "Sounds dangerous."

"It is." Gwen agreed at that. "It's right behind Gamma Radiation in terms of dangerous research but it hasn't been banned like that."

"Gamma-I heard Dad complaining about a month ago," Harry said his mind flashing back to when Dad was speaking to one of his scientists on the phone about the secret project, something about hating that they were limited to the types of radiation they can use.

"Yeah it was banned after the disappearance of Doctor Bruce Banner," Penny commented thinking back on that. "It's a shame too, I wonder what happened to him."

"I'm sure he'll turn up," Harry said hoping to change the conversation to something where he wouldn't sound like an idiot that the girls would enjoy. "So how's Eddie doing?"

"Truthfully I haven't seen him since I ran into him last month," Penny gave a sigh while she crossed her arms in thought. "I called but he said Doctor Connors has been keeping him busy-."

"Wait, Doctor Connors?" Gwen asked in surprise. "Doesn't he work in a lab at Empire State University?"

When Penny gave a nod, Harry grinned. "So why don't the three of us visit him there then?" He asked liking the idea. "I mean, none of us have seen him all that much so it would be fun."

"I'm down with it." Gwen said liking the fact that she would be able to meet Doctor Connors as well as see Eddie again.

"I don't know, Eddie did say he worked there so we might interrupt something," Penny wasn't so sure about this, but she knew she was outvoted in this matter so she smiled a bit mischievously. "Should we bring a camera to take a picture of his surprised face?"

* * *

"So this is ESU," Harry commented a few hours later with the three teens walking on the campus, visitor tags on their shirts. "To think we might be here in a few years."

"We just started High School." Gwen said looking at him.

"Dad keeps mentioning ESU to me whenever I see him, how can I not think about it?" Harry asked with both Gwen and Penny exchanging looks at the annoyance in his tone when he mentioned his dad, but Harry continued. "But still it is something to think about, any ideas what you girls want to do?"

"I want to be a Police Officer, but Dad laid down the law when he learned that." Gwen said dryly remembering how she was threatened with being grounded for life if she even tried to join the force.

"Why not be a scientist?" Penny asked in surprise as that was what she was going to do. "You're smarter than everyone in the school."

"That's your dream job Penny," Gwen reminded her. "I want to find my own."

Penny shrugged, getting that a bit. "What about you Harry?" She asked a bit curious in what he wanted to do.

"I want to play Football," Harry said surprising the girls. "I know most of the team is Flash and his friends but the way my grades are it's the only way I can get a scholarship."

"That's not true, you make good grades." Gwen said in surprise.

"Gwen, I barely make C's and the occasional B's." Harry deadpanned to her. "Not exactly scholarship material."

Gwen frowned a bit, gaining a sneaky idea. "Then why don't Penny or I tutor you?" She asked making Harry's head snap up at her, seeing through what she said while Penny blinked considering that.

"It could work," Penny said thoughtfully, not seeing the glare Harry had while Gwen smiled innocently. "What do you think Harry?"

"I-I'm good." Harry said not wanting to be in this type of situation before the three heard a chuckle.

"You have two girls offering to tutor you and you deny it?" Eddie was leaning on a wall nearby as they entered the hallway, an amused grin on his face. "Wow Harry, I didn't know you were like that."

"That's not what I meant." Harry snapped a bit making Eddie laugh with Gwen giggling.

Penny however blinked before she realized the implications about that and blushed a bit trying to get her mind out of the gutter.

"So what are you three doing here?" Eddie asked curiously, pushing off the wall to walk towards them. "Isn't it a bit early for you to be exploring colleges?"

"We came to see you bro," Penny said running up to hug him along with Gwen, after they backed up Harry offered Eddie a fistbump that he accepted. "You haven't even visited Aunt May and Uncle Ben yet."

"I told you, the doc kept me busy." Eddie said and that was when Penny noticed the shadows under his eyes. "Along with taking classes I barely have time to sleep."

"You are sleeping right?" Gwen asked seeing the signs along with Penny, looking worried for him.

"Would I be here if I wasn't?" Eddie quickly changed the conversation. "So how's High School?"

"It sucks." Harry said before Gwen or Penny could say anything earning looks from the two. "What? It does."

"I know what you mean," Eddie said with a chuckle no doubt remembering his time in high school. "Is Flash still bothering you Harry?"

"No." Harry said not wanting to bring Eddie in on this as he knew that Eddie and Flash now despise each other.

Penny coughed a bit, the noise sounded suspiciously like 'bullcrap' making Eddie frown.

"I can handle it, thanks Eddie." Harry said a bit hastily giving Penny a look.

"If you say so." Eddie said accepting that, but making a mental note to keep an eye on Harry just in case before he heard his name being called and turned to see a blonde haired scientist walking towards them. "Oh hey Doc."

"Eddie, just call me Curt." Doctor Curt Connors said with a chuckle, looking from him to the three teens. "Visitors?"

"Practically family." Eddie responded to him. "This is Penelope Parker, Gwendolyn Stacy and Harold Osborn."

"Penny/Gwen/Harry." The three said at the same time preferring their nicknames rather than their actual names.

"Ah, I've heard about you three." Curt said surprising them. "My colleague Dr. Warren is your teacher so he told me about two of his top students."

"That explains Penny and Gwen, but how do you know me?" Harry asked in surprise.

"Norman is the one who funds ESU's research." Curt said making Harry sigh.

"Of course, that explains it."

Deciding a change of conversation was in order, Penny held out her right hand. "It's nice to meet you Doctor Connors-," She stopped seeing he seemed to be missing a left hand. "... Awkward."

Curt however smirked and pulled his sleeve up to show he still had his hand to shake Penny who now looked relieved. "Sorry, I like doing that to people I meet," He apologized, Harry giving a snicker while Eddie looked amused having been in Penny's shoes when he met the Doc. "It's a pleasure Miss Parker."

"Hey Doc, you want to give them a tour?" Eddie asked with a grin. "Since they're here and all."

"I don't see any harm in that." Curt said with a shrug, walking back to his lab with the teens in tow behind him.

Pretty soon they were in the lab where they saw another scientist-this one with red hair writing on a clipboard while sitting at a desk. "Curt there you are, the reptiles are really showing some strange symptoms-." She stopped at seeing the others. "Oh, I wasn't aware we were doing tours."

"This is my wife Martha." Curt said to them. "Martha these are Eddie's friends Penny, Gwen and Harry."

"Pleasure to meet you." Martha said with a polite smile, standing up, showing that she was expecting a child.

"So you guys study Reptiles?" Penny asked curiously with them walking around the lab.

"To an extent, we're studying their ability to regenerate," Curt responded sounding like a child when he began that while Eddie and Martha rolled their eyes, seeing that he was getting into it again. "They can regenerate limbs at will, just imagine the possibilities if we could give humanity that ability? War veterans will be able to heal from injuries preventing them from fully living life? Physical Disabilities would be a thing of the past-."

"Curt you're being passionate again." Martha said with a chuckle, with the man chuckling sheepishly.

"Isn't that why you married me?" Curt asked with a grin.

"No it's why I fell in love with you." Martha countered her own grin on his face.

"But Doctor Connors is right, this work would be a great achievement to make." Eddie said looking at the three. "It's an honor to be able to help them."

* * *

The three of them had to leave after that so the Connors and Eddie would focus on their work-but not before Eddie told Penny that he would be visiting sometime in the next week.

"That was an interesting way to spend a day." Harry remarked as he wasn't expecting to see a form of research his Dad was funding, especially something like that.

"It was amazing, did you see how big those reptiles were compared to normal ones?" Penny asked in excitement. "I swear the lizard looked like it was the size of a dog."

"I know, what formulas do you think he used to change them like that?" Gwen asked curiously. "I've never seen anything like that."

"... Somehow I'm not surprised you two aren't a bit creeped out by something like that." Harry said a smile on his face.

"Harry?" A voice spoke up making Harry freeze while Gwen and Penny turned to see Norman Osborn walking towards them, a neutral look on his face. "Now this is a surprise, just what are you doing here?"

"Hey Dad." Harry said his tone turning neutral at seeing him.

Norman frowned, not getting his answer before looking past Harry to see Gwen and Penny. "Well are you going to introduce me or are you too ashamed of your old man?" He asked a bit curt in his question showing some annoyance at his other question being ignored.

"Penny. Gwen. This is my Dad Norman Osborn." Harry said hating this as he liked how his two friends never met his Dad considering the man was always too busy to even look into Harry's personal life. "Dad this is Gwen Stacy and Penny Parker."

None of them saw Norman's eyes light up a bit at hearing Penny's name-obviously recognizing it from his conversation with Octavius, hiding it when he held his hand out. "Nice to meet my son's friends, he never brings anyone over."

Harry had to work to keep a snort from happening as this was the most his Dad has interacted with him since last year.

"Nice to meet you too Mr. Osborn," Penny said being polite, shaking his hand, noting how he didn't shake Gwen's hand, something the blonde frowned at.

Norman gave a nod. "Do you happen to know Otto Octavius, Miss Parker?" He asked surprising Penny.

"Dr. Octavius? Yeah he was one of the teachers at science camp last year." Penny said not expecting that question. "I haven't seen him since though, why?"

"Otto is one of the scientists that works at Oscorp, he told me all about his time teaching there, you really left an impression on him." Norman said with Penny looking a little embarrassed.

"I didn't do that much." Penny said scratching the side of her cheek.

"Otto isn't one to be impressed easily, the fact that you did so speaks volumes." Norman said giving a polite nod before looking at Harry. "I trust that you're helping my son when he needs it?"

Penny wasn't sure how to answer that one when Gwen intervened. "We all help each other when we need to." She said with Penny flashing her a grateful smile.

"Glad to hear that." Norman said a bit forcefully with a smile. "Now I shouldn't hold you three up, I'm certain you all have very important things to do."

"Yes we do." Harry took that offer to get out of there eagerly. "See you at home Dad."

Norman gave a nod, walking off.

As soon as he was out of sight, Gwen shook her head. "I can see why you didn't want us to meet him." She said a bit bitter at how the man just plain out ignored her along with the man badmouthing his own son.

"Yeah, Dad has one of those personalities." Harry said a bit sadly.

Penny gave a nod, not saying anything.

It was one thing to hear how the man was from Harry, but to see it in person?

It was amazing in itself that Harry wasn't a mini-Norman from how the man acted. No wonder he always wanted to go to either Penny or Gwen’s home rather than his own.

* * *

That night, Penny was back in her room, writing in the notebook again.

She was so close to figuring this out.

"Come on, just what am I missing?" Penny muttered in annoyance.

A knock made her perk up and look at her closed door. "Penny, can I open the door?" Ben asked wanting to make sure his niece was decent first.

"It's open," Penny called back with Ben opening the door holding a box under his arms. "What's up?"

"I was cleaning a few things in the basement when I found this," Ben said placing the box on the bed where Penny leaned over to open it, seeing quite a few things that belonged to her parents. "I figured you would want to go through this."

"This is great, thanks Uncle Ben." Penny said with a bright smile, getting up to hug him earning a chuckle from the man who returned the hug.

"So how's school?" Ben asked curiously, pulling up a chair as Penny went through the box.

"It's going great, I'm one of the top students in Dr. Warren's class." Penny said pulling an old journal that belonged to her Dad while finding a ring that belonged to her Mom.

"That's great." Ben said happy to hear how bright Penny was as he stopped helping her with her homework when she was in her second year of middle school.

Penny however stopped at finding an old photo showing the day her parents were married, seeing May and Ben looking a good decade younger.

It wasn't just them, but she also saw a few other people she didn't recognize.

There was a short man with wild dark hair, looking pretty miserable in a tuxedo, standing in the background next to another man with brown hair with some form of white on the sides.

"Uncle Ben who are these two?" Penny asked curiously.

Looking at them, Ben chuckled remembering them but he hasn't seen them in years. "The one on the left is an old friend of your Mothers, she called him Logan whenever he was mentioned and there next to him is a co-worker of his, Nicholas." He said reminiscing about some old events. "Last I heard of Nick was a good six years ago before he fell off the radar along with Logan."

Penny tilted her head to the side, no doubt wondering why this was the first she was ever hearing about them. "What were they like?"

"Well I didn't know Nick that well but Logan, he was blunt and rude to people he didn't respect, naturally he and I got off the wrong foot when we first met," Ben said with a chuckle. "But he respected your parents a lot and was pretty close to them, he's your Godfather in fact."

Now Penny was really surprised. "Then how come I never met him?"

"Same with Nick, he fell off the radar a good few years ago around Canada." Ben said with a sigh.

Truth be told he knew the real reason was because Logan had made a lot of enemies along with Nick, Richard and Mary that wouldn't hesitate to hurt someone like Penny to get at them, so they distanced themselves-more so after Richard and Mary died on that plane crash with the Brocks.

"Oh." Penny said sounding a little sad.

"Your mother was the only one who could actually get Logan to do anything though." Ben chuckled with some mirth as he wanted to share some stories. "In fact, she was the one who got him to wear the tuxedo, something Richard and I thought would be impossible."

Penny gave a laugh as Ben continued to talk about some of the old days, learning about Logan and this Nicholas who was a soldier who probably died out there.

She might not be working on the formula like she wanted but this was fun.

It was only after Ben left that Penny opened up the journal that her father had, another picture falling out to show her as a baby in her parent's arms, along with one of Logan holding her looking a bit freaked out making her chuckle.

Flipping through the pages she stopped at seeing a weird symbol.

It was one of an eagle with acronyms around it.

S.H.I.E.L.D

Shield?

What was that?

Turning the page, Penny was sad to see that it was blank making her sigh and close the book in disappointment.

"I wish I had the chance to meet all of you." Penny muttered picking the wedding photo up again before she tacked it to her wall with a smile.

* * *

Norman frowned in his personal lab as the spider he and Octavius enhanced genetically was kept locked up while he wrote some stuff down.

The way this spider was acting really fascinated him.

It was acting like the true predator while the scorpion was one of instinct.

It was thinking. Of that Norman was certain.

But what was it thinking of? What was it waiting for?

That was what had Norman feeling curious and cautious.

Taking a small break, Norman pinched the bridge of his nose to try and ease the strain he was feeling.

He just couldn't focus because his mind was on the surprise of running into his son at the University where he was seeing just how well they were using the funding he provided for their studies.

Norman knew that Harry despised him and he was fine with that.

The boy needed to learn to stand on his own feet to survive as unlike Norman, Harry lived a sheltered life.

He didn't have to work to get the money they had, to backstab people who were planning on doing the same to him.

If Harry hated him for making sure he made it through life then so be it.

An Osborn needed to be strong, to not have any weaknesses.

Norman glanced up to see a picture on the desk he was working at, one that if someone saw would most likely guess he put it there to remember better times.

While that was true, Norman also saw it as his one true weakness.

It was a picture of him smiling with the woman he loved, Emily who was three months pregnant with Harry at the time the picture was taken.

Emily was the one person Norman ever devoted himself to, the one person who stood by him whenever he had to make a difficult choice and made sure he wouldn't blame himself.

Back then he was happier and wanted to be a father.

But then when Harry was born, Emily was weakened from it, a side effect that that rarely happened in procedures like that. Norman foolishly believed she would pull through only for her to die a few days after giving birth.

It was then that Norman truly saw the world for what it was.

Hope was an illusion along with love being a weakness.

Norman believed that but he still had a weakness.

Harry.

Harry was so much like Emily that Norman couldn't force himself to be around him. He hated that because it was taunting him. Hurting him.

Not wanting to think about this, Norman opened his desk pulling a bottle of brandy out along with a small glass.

While he did so, the spider continued to watch him waiting for its moment. Waiting to find the avatar for the Great Weaver.

For now it bides its time.

** _To Be Continued…_ **

**Notes for the Chapter:**

> I really hope everyone continues to enjoy the characterization here, with Ben having more screen time because anyone who reads Spider-Man knows what will happen, plus I got to go into the mindset of Norman Osborn. Yes, I know a lot of people hate his guts-for good reasons too-but I'm interested in typing a more 'human' version of him before he becomes the Goblin along with his reasons for ignoring Harry-after all he had to have loved once otherwise Harry wouldn't be there.
> 
> Also yes Nick Fury and Wolverine were acquaintances of the Parkers in the past-I think Richard and Mary were members of the CIA, so I think it's possible for them to know Fury and Logan.
> 
> And we have Doctor Connors introduced researching Reptiles for their healing capabilities-he still has his hand so it's not just for himself but I hope you enjoyed that little tidbit.
> 
> Finally we have the spider and with the whole Web of Life and the Great Weaver being a part of the Spider-Man mythos, let's just say it's biding its time for when Penny is close.


	3. Change of a Lifetime

"This sucks." Harry complained as he was over in Penny's room with with both her and Gwen, the latter reading a book while Penny was flipping through some channels trying to find something for the three of them to watch.

Penny looked over at him with a quirked brow. "What does?" She asked seeing that he's been looking at a piece of paper he had with him.

"Harry bombed the last test." Gwen answered calmly turning the page of her book. "Badly."

"Thanks Gwen, I'm so glad I can count on your words of wisdom." Harry said sarcastically.

"How bad was it?" Penny asked making sure the TV was muted when Harry passed her the science test with a despondent look.

It was a D-.

"Oh that bad." Penny said with a wince.

"And Warren is a colleague of Dad's, so he'll have heard of this by tonight." Harry said placing his hands over his face. “I’m so dead.”

Gwen sighed and closed her book with an audible snap. "You do know the offer of tutoring is still open with the two of us right?" She asked him.

And this time she wasn’t playing coy like last time given how she wanted to help her friend out.

"She's right, Gwen and I are both willing to help you out." Penny said not liking that her friend was in trouble like this.

Harry just went quiet not saying anything.

It wasn't that he didn't appreciate their help but he hated the fact that he needed it.

Penny and Gwen were the smartest people he's ever met and his Dad despite his faults was one of the smartest people out there yet he was the odd one out with failing in school.

Finally he sighed. "I appreciate that." He said knowing that they wouldn't drop it.

They kept bringing it up throughout the week ever since their visit to ESU, so he had quite a bit of time to think it over.

Penny smiled and walked over to her closet to get her backpack out so they could get started.

While she grabbed it, Harry blinked at seeing something fall out of the closet and picked it up, not believing what he was seeing. "Penny?"

"Yeah?" Penny called back not looking, as she was pulling her textbooks out to try and find her science book.

She knew that it was here somewhere.

"Why do you have a stitched up doll of Captain America in your closet?"

Penny paused at hearing that and slowly turned to see Harry holding said doll while Gwen looked at in in surprise, both of them looking at the brunette who slowly began to blush in embarrassment as an awkward silence descended around them.

"N-no reason." She tried to say, her face resembling a tomato.

Growing up, her Aunt wanted to teach her to sew-mostly so she could fix any clothes if she tears them.

So out of boredom and wanting to make something herself she decided to make a small doll of Captain America, one of her heroes who fought in the Second World War.

"Oh really?" Harry had a big grin on his face while Gwen giggled a bit. "And here I thought Iron Man was your hero-."

"Shut up." Penny snatched the Captain America doll back and gently placed it inside of the closet much to her friends amusement. "I-It's not a crime to have more than one hero."

Gwen's giggle bubbled into laughter that Harry joined in with Penny giving a look at the two of them.

"You three seem lively." May entered the room with a tray of snacks, bringing them up because she thought they would be hungry. "What's the commotion about?"

"N-Nothing Aunt May." Penny said closing her closet quickly while May looked amused placing the snacks on the desk.

"Actually we were laughing because of the Captain America doll she apparently has." Harry piped up with a grin.

"Oh that? You wouldn't believe how hard she worked on that when she was nine." May said much to Penny's horror. "She slept with it like how little kids sleep with teddy bears-."

"Thank you for the snacks Aunt May." Penny interrupted looking like she was about to have a stroke. "We're going to be studying now."

May laughed as she was just teasing her niece. "Penelope, there's nothing wrong with you having a crush on the man when you were a kid."

"Oh God," Penny now had her hands over her face with Gwen looking like she was trying not to laugh. "You have no pity do you?"

"I still remember you laughing when Dad brought out the baby pictures." Gwen said with a straight face while Harry chuckled.

"To be fair that was a bit funny." Harry piped up both girls now looking at him.

"We really need to find some childhood dirt on you." Penny deadpanned with Harry giving a shrug, not planning on saying anything.

May decided to take pity on Penny and stop with the teasing. "Well I think I hear Ben calling me, be sure to eat up and call if you need anything else."

"Got it Aunt May/Thanks Mrs. Parker." The teens called out as May left the room.

"... So you slept with a doll Captain America?" Harry asked a few seconds later, grinning at how she was turning a very different shade of red.

Penny immediately gave him the look. "I will punch you Harry!" She lightly threatened.

Gwen grinned, knowing she wouldn't really do that. "I think the real question is do you still do that?"

"Right so about the tutoring?" Penny changed the conversation in hopes that they would be done talking about that, not confirming or denying that little fact.

* * *

Penny yawned the next morning, dressed in a plain red shirt and grey sweatpants, eating a bowl of Cheerios while watching the News while rain pattered on the window.

" ** _And there were more sightings of this elusive guardian of Hell's Kitchen that people have been calling the Daredevil breaking up a gang war between the Park. Avenues and the Rolling Sevens, more on that when we come back._ ** " The reporter said before the screen cut to a commercial about an energy drink.

"The Daredevil?" Penny gave a slight snort at the name.

It was rather ironic that there was a person called 'Daredevil' in a place named Hell's Kitchen.

But she just looked away as it didn't seem like something that concerned her.

Hearing footsteps, Penny glanced to see Ben walking in with a raincoat on. "Morning Penny." Ben said stopping to ruffle her hair.

"Hey Uncle Ben, something going on?" Penny asked curiously.

"Just an appointment with my Cardiologist." Ben said to her.

Penny blinked in surprise. "Already?"

Ben usually went once a year to make sure that no problems crop up in his health.

"Have to keep healthy somehow," Ben quipped looking out the window. "You have your umbrella? It looks like a nasty storm brewing out there."

"I do and the bus stop is only two blocks away, I'll be fine." Penny said with a smile before looking worried. "I don't suppose I can convince you to wait until tomorrow for this appointment, right?"

Ben smiled in appreciation. "Don't worry kiddo, I've been driving for a long time, that won't be what takes me out." He promised her. "The only thing that does will be old age."

Penny smiled at that with Ben grabbing the keys to the car. “I’ll hold you to that.” She said making him chuckle.

"Can you make sure May gets up before you leave? I thought it would be nice to let her sleep in-."

"No need, it's impossible for you to leave without waking me up Ben." May said entering the room in her nightgown.

"Doesn't mean I can't try not to wake you." Ben said, May giving a laugh before they exchanged a quick kiss. "I'll see you both later today. Penny you have a good day in school."

"Will do Uncle Ben." Penny said with him leaving as she continued eating while May grabbed some bread to make some toast. "So what's your plan for today Aunt May?"

"I'm thinking about heading over to Anna's later today, her niece is going to be moving in with her this next month." May replied looking at Penny. "You should meet her she has a wonderful personality."

"Mmm, I'll think about it." Penny said with a shrug.

Nothing against Miss Watson, but Penny wasn't too sure about meeting new people as she's more comfortable with the people she grew up with.

"What about you?" May asked looking at Penny. "Are Harry or Gwen going to be coming over again today?"

"Nah we might head over to Gwen's place or the public library to help Harry with his schoolwork." Penny replied finishing her cereal as she picked up the bowl.

"Alright but be sure to keep your phone on and call when you're about to come home." May reminded her while Penny gave a laugh.

"Don't worry Aunt May I will." Penny said to her, placing the bowl in the sink before running off to get ready for school.

* * *

Moments later she was outside in a blue buttoned up raincoat with an umbrella over her to keep her dry, Penny sighed as she walked towards the bus stop.

In two years she'll be old enough to get a license and a car to drive herself to school on days like today instead of walking to the bus stop.

While walking however, Penny saw a rather peculiar sight.

It was Flash Thompson walking on the sidewalk-not seeing her without an umbrella, looking soaked.

Penny hesitated a bit before she walked over, quickly catching up as the rain masked the sounds of her approach before raising her hand to have the umbrella over him as well considering she only came up to his chest.

Flash blinked in surprise before looking down to see Penny who saw a small cut on his lip. "Hey." Penny greeted with a polite smile.

"Parker? What the hell are you doing?!" Flash snapped at her.

"No one deserves to be in the rain like this." Penny said with a shrug, not bothered by the snapping. "Where's your umbrella?"

"Left it at home," Flash muttered looking away in annoyance as Penny raised a brow. "I don't need your pity."

"And I'm not giving any," Penny said to him. "Besides would you rather catch a cold from this weather?"

Flash didn't say anything else as they continued to walk before Penny heard a barely audible. "Thanks."

Penny smiled and for a second it felt like the old days when Flash used to hang out with her, Eddie, Gwen and Harry.

When they got to the bus stop, both of them waited before Penny spoke up. "Do you ever miss the crazy stuff we all did as kids?" She asked surprising Flash.

"Tch, no why would I miss those stupid days?" Flash denied but Penny smirked as she saw him look away, seeing the signs of him lying were still the same despite the years.

"Sure you don't." Penny teased with Flash glaring at her.

"I forgot how annoying you could be Parker." He said with Penny shrugging.

"Part of my charm." Penny commented keeping a look-out for the bus.

"Does Osborn tell you that?" Flash asked a bit snidely not wanting to talk about the past.

"What would Harry have to do with that?" Penny asked in confusion with Flash blinking before chuckling as it clicked. "What?"

"Oh man, you really don't get it?" Flash asked laughing. "No wonder Osborn looked so angry on the first day of school."

Penny frowned at that.

Eventually, Flash calmed down. "Thanks Parker I needed a laugh." He said sounding a little genuine but Penny could hear a bit of an arrogant tone.

While Penny wanted to know what was so funny, she just looked away with a huff.

Neither of them spoke for awhile before Flash surprisingly broke the ice. "Yeah I miss those days," He admitted making Penny turn towards him in shock. "There, happy?"

"Then why?" Penny didn't need to finish the question for Flash to look away.

"I have my reasons and they're none of your business."

Penny wasn't able to get anymore info as the bus came into view.

* * *

Fury had a frown as he saw the scorpion for himself while Octavius kept it subdued. "I thought you were going to leave the walks here to Agent Coulson." Norman commented, writing down the actions of the scorpion, noting how different they were from the spider-of course he wasn't mentioning the spider anywhere on this report, not with Fury there.

"I prefer seeing things with my own eye Osborn," Fury said gruffly as he turned to look at the man. "You said the spider was killed?"

"It was." Norman made sure to not hesitate or show any signs of lying to the man by looking him straight in the eye.

Fury and Norman kept eye contact for a bit, the former not convinced at all while the latter kept his composure before Fury nodded, knowing that he had no evidence that Norman was lying.

Not even the small cameras placed in Norman's home picked up a sign of the spider, making Fury sure that the man knew about them.

"If I find any sign that you're lying there will be hell to pay." Fury said in a warning tone that left Osborn unfazed.

"I'm sure there will be but you need me and Octavius to crack this serum."

"... For now." Fury said his eye narrowed at the man.

* * *

"So I heard an interesting rumor." Gwen commented while she and Penny were in the school library during free period looking for a good book with Harry having to stay behind on one of his classes.

"Oh?"

"People are saying that you and Flash were being friendly to each other, under the same umbrella," Gwen commented looking over at Penny who paused. "So what happened?"

"I forgot you had an inner gossip." Penny said with Gwen smirking.

"I'm not as bad as everyone else in the school." Gwen reminded her with Penny giving a nod. "But you didn't deny it."

"Hey I saw Flash out there in the rain so I offered to help considering he didn't have an umbrella with him," Penny answered honestly. "It wouldn't be right to leave him like that."

Gwen gave a sigh. "You're way too nice for your own good."

Grabbing a book off the shelf, Penny shrugged. "So?"

"You do realize there are rumors that you're interested in him because of that, right?" Gwen asked with Penny groaning.

"I was just being nice." She protested loudly with the Librarian nearby telling her to shush.

"And I get that but people will talk no matter what." Gwen reminded her.

"Please don't tell me Liz believes that." Penny pleaded not wanting to get the only cheerleader she knows to be nice-not really fair considering the only one she interacted with besides Liz was Sally but they don't exactly stop their teammate from messing with her.

"I heard her asking Flash but he denied it, saying that he might not be a smart guy but he wouldn't cheat like that." Gwen commented not saying how Harry seemed a little crushed when he first heard the rumor despite not believing it.

Penny sighed in relief. "That's good."

She really didn't want to have Liz angry at her, or to be the cause of a break-up like that because she was being nice.

"So what are the plans for the weekend?" Gwen asked considering it was a Friday. "Are your Aunt and Uncle doing anything special?"

"Not really, we usually spend the weekend playing board games or watching movies," Penny said with a fond smile. "You?"

"I was actually thinking about the three of us heading to Coney Island if we can make it." Gwen said with her arms crossed thinking about it. "I mean we are going to be helping Harry study today, so why not do that tomorrow afterwards?"

Penny blinked and thought about that. "That actually sounds like fun," She said agreeing with Gwen. "The Carnival Rides and food on sticks, what can go wrong."

"... I can't tell if you're being sarcastic on that last part or not." Gwen said with Penny shrugging.

* * *

"Well, look at what the cat dragged in." Penny winced at hearing Sally's voice when she entered the girl's locker room to get changed for Gym.

Not even bothering to look at her, Penny just walked to her locker and began to put in the combination.

"Wow not even going to acknowledge me Parker?" Sally asked with a smirk. "I'm guessing you don't want to talk about your failed attempt at climbing the totem pole."

"Sally don't." Penny could hear Liz Allen a dark haired girl trying to get her to stop, not for Penny's sake but because it was her boyfriend the blonde was talking about.

Penny kept ignoring her as she placed her bag in there and got ready to change when Sally spoke up again.

"You can't tell me that it doesn't bother you that she basically tried to steal your boyfriend."

Penny just closed the locker, ignoring that although she was wondering how the rumor got that bad in just four hours.

"Sally." Liz gave a slight glare making Sally sigh.

"Fine." Sally said leaving the room where Liz and Penny were by themselves.

"... I wasn't trying to do that." Penny spoke up not sure how Liz would react due to how they never really talk.

Liz just looked at Penny when she said that looking conflicted as she didn't know her well enough to tell if she was lying or not.

For the rest of Gym class, Penny felt awkward around Liz due to how they didn't really look at each other after that.

* * *

"Well this puts a little kink in our plans." Harry muttered as he was looking at his phone to see that the public library was closed because of a gang shoot-out there, the three teens waiting outside of the school walls after they were let out for the day.

It stopped raining thankfully.

"A big one, Dad is driving to pick me up so he makes sure I get home." Gwen said her phone buzzing from the text she received.

"Wow, all of our plans are shot today." Penny commented with a wince as Gwen sighed in agreement.

"When will he get that I'm not a little girl anymore?"

"Hey he worries about you, that's what families do." Penny said checking her phone to see her Aunt asking where she was, no doubt hearing about the gang war.

"I guess I'll head home too." Harry said thinking that he would have to pull another all-nighter to study.

Raising a brow, Penny typed an answer to her Aunt and looked at him. "So how are we going to do this tutoring?" She asked earning a look of disbelief from him.

"What?"

"Hey I said I would help and we don't need the public library to do so." Penny said with a shrug.

"Penny's right, just because I'm not there doesn't mean you can't do this," Gwen said with a nod before she smirked. "That is if Harry can focus on the tutoring."

"Of course he can." Penny gave Gwen a weird glance while Harry was about ready to give Gwen his own version of the look.

A car honking caught their attention as they saw a man in his late thirties with blonde hair in a blue police uniform, behind the wheels of a patrol car.

"Well it looks like I have to go," Gwen said looking at the two. "Call if you guys need anything."

Just because she wasn't there doesn't mean she can't talk to them on the phone to help.

Penny and Harry waved as Gwen got in the car with Captain George Stacy driving off.

"... Did you have to use the Patrol Car to pick me up?" Gwen asked her father who now looked surprised.

"I thought you liked riding in the patrol car."

"When I was ten." Gwen reminded him.

George went quiet as he kept his eyes on the road before finding a topic he thought would be good to bring up. "So how was your day at school?"

"Fine." Gwen said not saying anything else.

None of them spoke with George looking a little put off before he sighed.

"Gwen I know I haven't been the best father the last few years but you do know I care for you right?" George asked coming to a stop at a red light.

"I-I know." Gwen said looking out the window.

Things have been awkward for them ever since her Mom walked out on their life and George threw himself into his work, while they still do care for each other they were practically strangers at this point due to how she wouldn't see him that often.

"It's great to see that Penny and Harry are doing well." George said trying to keep this conversation going as he was happy his daughter had some good friends throughout the years. "Were you guys going to do something?"

"Just to help Harry with some schoolwork." Gwen answered with George giving a nod before his radio went off.

" ** _We have a 10-56A on Bronx along with a 10-71, requesting immediate backup._ ** "

George hesitated as he was just pulling up to the house before Gwen sighed. "Go, it's your job." She said trying to show that she wasn't bothered by that.

"Do you have your key?" George asked with Gwen nodding. "Lock the door until I get home got it?"

"I will."

Gwen watched as George began to back up, grabbing the car radio. "This is Captain George Stacy, I'm en route to your position."

As she watched him leave, Gwen sighed and walked towards the apartment, entering before she gave one last look to see him turn the corner. "Stay safe, Dad." She whispered.

* * *

"You know I think this is the first time I've ever been to your place, has Gwen ever been here?" Penny asked as they took a bus to the apartment complex that Harry lived in.

"No I uh, try not to bring people over." Harry said with Penny wincing remembering the meeting with Norman.

Probably for the best that Harry didn’t bring people over.

"I see." Penny said taking the time to adjust her glasses before she smiled. "If you don't want me to come here we can always have this tutoring session back at my place."

"No it's fine, we're already here." Harry said kicking himself for not thinking about that earlier as they got to the elevator where Harry pressed a button after placing a keycard in.

Moments later the elevator opened up to show the rather large apartment. "Welcome to my Dad's home." Harry said a bit nervously while Penny took a moment to look around feeling curious.

It was pretty big and she could see some priceless antiques nearby, mostly masks. Everything seemed pretty expensive and lavish though, making Penny a bit uncomfortable at how alien it felt.

This whole place was like another world to her considering while the Parker’s weren’t exactly poor, they didn’t have enough for something like this.

"Seems cozy." Penny said being polite with Harry snorting at that, knowing what she was doing.

"Right well come on we should get started." Harry went to grab some stuff from his bedroom.

Unknown to them in Norman's hidden lab the spider began to react, sensing the chosen avatar was near.

It was time.

Tensing, the spider lunged at the cage making it shudder.

It was reinforced because of what the scorpion did but the spider wasn't deterred as it slammed into it again and again.

Slowly cracks began to appear on the container with the spider not giving up before it finally succeeded, knocking the cage to the floor.

** _-Crash-_ **

Now free the spider crawled out of the broken cage, all eight legs scurrying to the nearby wall where the vents were.

* * *

"You just take this formula and change it around here." Penny said showing Harry how it was done as he gave a nod.

So far this was going well as Penny was being sure to explain it a lot better than how Dr. Warren did with her taking the time to make sure he was following along, even cracking a few jokes to make this a bit fun.

But Harry couldn't help but glance up a bit as Penny spoke, her glasses were currently off as she was cleaning them with a small cloth.

He didn't even realize he was staring until Penny blinked looking at him after putting her glasses back on. "Harry? You alright?"

"Wh-uh yeah." Harry said quickly looking away.

"You sure? You're acting a bit strange." Penny said neither of them seeing the spider crawling out of the vent above them, ready to pounce.

"No I'm fine." Harry said looking red in the face. "It's just… Do you ever think about wearing contacts?"

Penny blinked at the seemingly random question with Harry grimacing and getting up to walk away.

"Never mind, ignore that please."

Now really worried, Penny stood up to follow him right as the spider pounced, landing inside of her backpack instead of on Penny.

It went to go out before pausing and retreating into the backpack.

"Want something to drink?" Harry asked grabbing himself a bottle of water because his throat felt a bit dry.

"I'm fine." Penny said before commenting. "I've thought about getting contacts but it's more of a thought of putting something in my eye that makes me hesitant, why do you ask?"

"No reason, it's just that you look different without your glasses." Harry said not thinking taking a sip of his water.

"Different?" Penny repeated, furrowing her brow in confusion. "Different how?"

"N-Not in a bad way." Harry said in a panic, hoping he didn't step in a landmine. "I mean you look great without them, cute even."

He then realized what he just said while Penny blinked a bit taken aback by that.

C-Cute?!

"Open mouth, insert foot." Harry muttered while Penny felt a bit embarrassed by the sudden compliment.

"Oh uh thanks." Penny said not sure what to say to that, nervously adjusting her glasses.

"So uh yeah this formula, really interesting." Harry said trying to forget he said that as he walked back to the table with Penny behind him.

"You think so? It's one of my Dad's." Penny commented taking that as she used that one to try and teach him.

"Wait really?" Harry asked in surprise with Penny giving a nod, opening the notebook she had out to show him. "Wow, that's actually pretty cool."

"Thanks, I-." Penny stopped looking at the formula before looking at the one Warren taught a piece falling into place.

"Penny?" Harry asked seeing her go quiet as he placed the opened water bottle down before she grabbed a pencil and began to write a lot of equations at a fast rate. "Whoa, if this is part of the tutoring I can't keep up with all of that."

"No it's what I'm missing," Penny said excitement in her tone. "The uncompleted formula I've been working on, this is the key to it, it's been right in front of me for the last month."

Harry opened his mouth but then closed it as he was surprised by this as she finished writing it and closed the notebook.

' _ Tonight I'll be working on this to see if I'm right. _ ' Penny thought opening her bag to place it in there, not seeing the spider move to dodge the notebook when she closed it back up.

Now that was out of the way, she should focus a bit more with the tutoring.

That was when she noticed Harry looking a bit amused. "What?"

"You are way into this stuff you know that?" He asked in a joking tone and this time Penny blushed a bit.

"S-So what?" Penny muttered under her breath with Harry chuckling as she went to grab her pencil, accidentally hitting the water bottle to where it was knocked over, landing on Harry's shirt. "S-Sorry."

"It's fine," Harry said trying to wring the shirt out while keeping it on. "Just an accident-."

He turned his head to give a smile only to take a breath when he saw how close Penny was.

Penny didn't seem to notice as she grabbed some napkins that were brought on the table because Harry had a few chips while the tutoring was going on. "It's not fine, I didn't mean for that to happen-."

She stopped when Harry leaned in much to her surprise but before anything else could happen, the sound of the elevator snapped Harry back to reality and he quickly jerked back with Penny looking at him in surprise as he was in inch away a second ago.

Was he about to-?

The elevator door opened with Harry sitting back down his book open, quickly pulling Penny to sit down like nothing happened right as Norman walked in, stopping in surprise at the sight.

"Harry? Miss Parker?" Norman asked looking between them. "What's going on here?"

"Penny's helping me with some of Dr. Warren's lessons." Harry answered quickly, with Penny giving a nod not trusting herself to speak.

"I see." Norman said seeing that something was up but he saw the formulas in Harry's notebooks both his and someone else's handwriting-most likely Penelope's. "Good to see you taking the initiative Harry."

Harry's head snapped up in surprise at the 'almost' compliment that Norman gave before he walked off.

As soon as Norman was out of sight, Penny looked at Harry who was certainly avoiding her stare. "Harry were you about to-?"

She stopped unsure whether she should ask this or not.

"What?" Harry asked putting on a front that he didn't know what she was talking about. "You okay?"

"Y-Yeah." Penny said not meeting Harry's eyes as she bit her lower lip before her phone went off. "It's Aunt May."

Harry felt a mix of relief and annoyance flood into him as she looked at the text before wincing.

"She wants me to head back home now." Penny said gathering her stuff right as Norman re-entered the room, just hearing that.

"Do you need a ride Ms. Parker? I'm certain Bertrand will be able to drive you." Norman offered with Penny shaking her head.

"No thanks, I enjoy walking."

"At this hour?" Norman asked with Penny nodding before she looked at Harry.

"See you later Harry."

"R-Right." Harry watched as Penny left now wishing he could take back what he nearly did while Norman raised a brow.

"Did I walk in on something?" He asked with a frown unsure if he wanted to know as normally walking in on Harry hanging out with a girl alone would make him think his son was being distracted in an important time of his life, but he had no proof that something did happen.

"No nothing happened." Harry lied grabbing his stuff and walking to his room with Norman sighing.

He now knew that something had happened, but he didn't care what it was.

So he walked to his room, thinking about checking on the specimen but decided to look into it in the morning.

Right now he had a few calls to make.

* * *

Harry sighed taking his phone out and dialing a number.

Moments later, Gwen picked up. " ** _Harry what's up?_ ** " She asked a bit surprised as it was starting to get a bit late. " ** _How did tutoring go?_ ** "

"I messed up," Harry said, sitting down on his bed with a hand on his face giving a groan. "Big time."

Gwen blinked, not expecting that opener of a conversation. " ** _What happened?_ ** "

Harry leaned back on his bed. "It was just a normal tutoring session when she accidentally knocked water on me-."

" ** _Wait she did?_ ** "

"Then when she was apologizing we were kind of close so I leaned in." Harry said ignoring the interruption.

Gwen grinned at hearing that. " ** _About time,_ ** " She said while Harry frowned. " ** _So how did you mess up?_ ** "

From what she was hearing he didn't do too bad.

"My Dad walked in before anything happened so I had to play it off that nothing was happening but Penny looked uncomfortable before she left." Harry explained, Gwen now wincing.

" ** _Oh boy,_ ** " She muttered now wishing that Harry's Dad had a better sense of timing. " ** _Okay here's my advice visit her tomorrow and talk about it, the more you ignore what happened the worse it can get._ ** "

"I can't just talk about it." Harry said in disbelief.

" ** _Hey you called me for advice and I'm giving it,_ ** " Gwen told him, making Harry go quiet. " ** _Don't call tonight, give her the night to process what happened._ ** "

* * *

Penny held a contemplative look as she entered her bedroom that night after taking a public transport bus to Queens, her Aunt and Uncle were over at Ms. Watson's place to help her prepare the room for her niece so she was left by herself as she took her glasses off and sat on the foot of her bed after closing and locking the door.

That moment with Harry was playing over in her head.

Harry… Tried to kiss her? Did he really or did she imagine it?

But as she thought about it a lot more things suddenly made more sense.

How Harry interacted with her in response to Gwen, how Harry reacted when Penny joked about having a boy over in the basement, what Flash was laughing about earlier that day.

All signs she overlooked.

' _ I mean you look great without them, cute even. _ '

Her cheeks flushed, remembering that little compliment and her throat began to feel dry at the thought.

What should she do?

Penny had no experience at all with stuff like this, after all who would flirt with Brainy Parker the teachers pet? The nerd.

Harry was her best friend along with Gwen and she always saw him as that but now she was unsure.

Wanting to take her mind off of this, Penny opened her backpack and reached in to grab her notebook before crying out as something pierced the back of her hand, all thoughts of Harry’s actions gone.

Dropping the bag, Penny felt fear as she saw a huge red and blue spider hanging on her hand biting into it so hard that blood was beginning to drip, her arm feeling like it was on fire.

Stumbling as she tripped, the spider went flying off of her hand into the wall, falling behind her bed as it died, finishing its purpose.

Penny gripped the side of her desk, her insides now bubbling as she stumbled to her trash can, not a moment too soon with a retching sound being heard.

Her heart was beating in fear, wondering where the spider came from as she felt more pain before realizing that the spider could be poisonous.

She tried to reach her phone but her legs gave out underneath her, the last thing she saw before blacking out was the wedding picture of her parents.

** _To Be Continued…_ **

**Notes for the Chapter:**

> Okay now we're getting into the story because the spider bite has finally happened, three chapters into the story as I set up the characters and their relationships so far-this is really a fun one to type as it's a whole new dynamic-for me that is-on this.
> 
> Plus you learn a bit more about the characters like Gwen's mother leaving which put a strain on her relationship with her father but he's trying and then we have the mention of Daredevil showing that he already exists followed by a small moment with Flash as while he's the stereotypical bully he's also human.
> 
> That along with MJ making her way to the story and we have Penny beginning to realize Harry's 'crush' and is confused about what to do.


	4. With Great Power Part 1

Nick Fury was not happy.

No, he was pissed.

He watched the cameras they had placed in Osborn's residence as it was showing footage from the other night.

A certain moment where a spider fell into a teenage girl's backpack.

A girl he recognized despite it being quite a few years.

' _ Parker. _ ' Fury thought as he did check up on the Parker's every once in awhile.

"Someone care to tell me why I'm just now finding out about this?" Fury asked looking at the agents who were supposed to be watching this when it happened.

The agents wouldn't meet his eye before muttering a half assed excuse about not seeing the spider as it happened in a split second.

Fury glared before turning his gaze back to the screen, making a silent promise to give them some grunt work and get someone competent to watch the cameras.

This was the evidence that Osborn was lying, but he couldn't bring him in because of how he got said evidence.

It was highly illegal for the American Government to be spying on fellow Americans, Fury knew that when he placed these camera's inside of Osborn's Apartment but he had to have some sort of guarantee that he wouldn't regret giving Osborn what they had on Erskine's formula.

Up until this point he didn't regret it because the data Osborn and Octavius made was incredible, but now he could see that Osborn clearly had a different endgame.

Technically they had no clue that Osborn had the spider and what's worse they had no idea what Osborn had planned to do with it.

He sure as hell wasn't selling it to a foreign government-that was the first thing he looked into.

"Whatever you're planning Osborn you better hope it was worth it." Fury said with a glare before looking at one of his top agents. "I need you to look into Penelope Mayday Parker as she was the last one with the spider."

"Yes sir." A female voice with a Russian accent said as the figure went to leave only for Fury to add something.

"And Romanov." The figure turned, her long red hair going down her back as she wore a skin-tight black suit with a yellow belt and yellow bracelets. "Do so discreetly, I don't want to alarm Ben and May."

Natasha Romanov, the Black Widow gave a nod.

* * *

At the same time, Osborn looked furious as he entered his private lab to not only see the mess but to see that the specimen was gone.

"Damn it, I knew I should've brought the adamantium cage." He fumed, but knew that by doing that, it would've proved that the spider was alive if the second cage went missing with no explanation.

All of the research he could be doing now gone and he had no clue where that spider went.

Taking a deep breath, Norman calmed himself down.

It wasn't the end of the world or his career, so what if the spider was gone? There was still the scorpion back at Oscorp. While he would like to locate the spider as quick as possible he had to be realistic here.

The key to Erskine's Formula was inside that Scorpion and both he and Octavius would unlock it.

But he stopped to think about how that spider acted and frowned.

It waited to get out, the question is why?

What happened to cause it to act that way after a week of being here?

* * *

Penny groaned as she woke up, feeling sick to her stomach and sore from sleeping on the floor.

"W-Wha?" Penny muttered her head pounding as she wondered what happened before seeing her hand.

There were no puncture marks but the dried blood was still there.

Just like that, everything flashed through her mind.

The spider, being bitten, unimaginable pain-.

A loud noise emanated from her head as someone knocked on the door, the action made her jump and latch to the ceiling in fear before blinking. "Penny you up?"

It was Ben's voice.

"Y-Yeah I'm up," Penny said not able to process being on the ceiling as she was staring at her hands before gravity regained control and she fell-thankfully on her bed before hearing the doorknob twisting. "Don't come in, I'm not dressed."

Immediately Ben stopped before giving a mutter. "That explains why the door is locked," He said before saying louder. "Well May is making some wheatcakes if you want any."

"I-I'll be down in a bit." Penny promised and waited a bit before she heard Ben walk down the stairs.

As he left, Penny looked back to the ceiling where she was a second ago. "How did-." She went to adjust her glasses-it was a habit she built up over the years-only to pause as she didn't feel them on her face.

Yet she was seeing perfectly.

Standing up, Penny noticed that her clothes felt tight against her.

Walking to her closet door where a mirror was, she gasped as she was taller. "W-What?"

After spending some time looking in the mirror at her size she took her shirt off to change only to stare as she stood there.

Not only was she taller by at least an inch or two but-... She went up two sizes to where she wasn't exactly a 'washboard' that Sally called her once, she was kind of curvy too.

That explained the tightness.

Penny went to pull a different shirt on only to be uncomfortable from how tight it was.

That was when she noticed that she had abs.

"Okay Penny just calm down and think," She muttered out loud. "You came home got bit by a weird spider and not only can I stick to the ceiling but now I have abs and a bigger chest."

Just what was going on?

She exited her room after going through her clothes, barely finding something that would fit her and even that was pushing it before she headed downstairs, her arm washed to get rid of the bloodstain.

"Morning sweetie." May greeted looking at Penny only to be surprised. "Penny, where are your glasses?"

"In my pocket." Penny lied sitting down as Ben was reading the paper.

Ben looked over the paper. "Hold up, did you get taller?" He asked as something seemed different about her.

"Y-Yeah, late growth spurt maybe?" Penny guessed while Ben didn't look too convinced before nodding.

As he went back to his paper, Penny lifted a hand to grab a glass of orange juice in front of her-stopping when she saw the fork stuck to it.

In a bit of a panic she grabbed it with her other hand and pulled it off before she grabbed the orange juice to take a sip.

The glass shattered right as she gripped it.

"Penny!" May stopped cooking and ran to her niece who was staring at her now bleeding hand in shock.

She wasn't gripping it that hard.

She winced as Ben had a pair of tweezers pulling the glass out. "You really should be more careful kiddo." Ben said to Penny.

"R-Right, guess I don't know my own grip." Penny said a bit scared.

This was really freaking her out.

And she could tell her Aunt and Uncle were worried from how they glanced at her throughout breakfast.

* * *

Back in her room, Penny was looking around before she found the spider behind her bed and used a dustpan she kept there to slide it off the ground, not trusting how it looked dead.

That done, she placed it in a small container and snuck it to her lab in the basement.

Once it was on her lab table, Penny looked at it seeing just how different and big it was compared to normal spiders.

Just like the reptiles in Dr. Connors Lab. It wasn't natural.

"Just what were you doing inside of my bag?" Penny asked not sure what to think before she grabbed a needle and poked it with a small slide underneath the spider to have some blood drip on it.

Once that was done, Penny placed it in a microscope before pausing-making sure to gently twist the knobs as the bandaged hand reminded her of how her strength was on the fence lately.

What she saw amazed her, this spider was incredible, the blood cells inside of it showed a lot of genetically enhanced work.

Eventually she had a tape recorder. "Parker's Log #1-," She began with a wince. ' _ Did I really just say that? _ ' "Somehow I gained a genetically enhanced spider that appeared in my backpack-I plan to find out how and why-but it bit me the other night. Instead of venom that spiders produce killing me however it changed me. Known changes are sticking to the ceiling, fixing my eyesight, adding to my height, giving me… More in the chest department and enhanced strength if the broken glass of Orange Juice is any indication. Problems with this are objects sticking to the palm of my hands. I plan to have more tests to learn what other changes happened."

Turning the tape recorder off, Penny went to get to work, taking a small knife to begin dissecting the dead spider.

An hour later she had the spider opened up underneath the microscope along with plastic gloves on.

She also had her arm bandaged as she used a syringe to check her own blood-she did that once to learn about human blood cells and she saw major differences with her cells now compared to before-there were three vials of genetically enhanced blood on her desk that she had for research purposes.

Pausing she grabbed a bottle of water only for the plastic bottle to explode making her grimace.

This enhanced strength was really starting to bug her.

She threw the plastic in the trash can that had two broken vials and a broken knife.

Once she grabbed another bottle of water and took a sip, Penny paused to think about it.

So a spider bit her and she now has-dare she say it-superpowers.

That's… Man that's a pretty weird way to get powers.

"So I have powers… Cool," Penny grinned brightly before the grin fell off of her face. "Now what?"

What should she do with them?

What is the extent of her abilities?

… Are there any side-effects like the powers slowly killing her?

She was too busy thinking about what to do that she nearly jumped when her head began to buzz loudly, making her grip her head in surprise.

"Penny?" Penny froze at hearing Harry's voice as she slowly turned to see that he was coming down the stairs.

Without thinking, Penny quickly pulled the cover over the microscope with the spider and the vials of her blood as Harry came into view. "Hey Harry, what brings you here?" She asked taking the gloves off.

She didn't know why she did that, maybe it was because she wanted to study the effects of her new abilities without anyone knowing?

"Just wanted to talk," Harry rubbed the back of his neck. "Your Aunt and Uncle said you were down here-."

He stopped at seeing her hand.

"Are you alright?" He asked in worry with Penny blinking before smiling.

"I'm fine, just gripped a glass too hard today." Penny said with a chuckle. "Pretty clumsy right?"

She looked away from Harry thinking once more about what happened the other night, she hasn't really had the time to process it with what happened.

Harry saw that she was avoiding looking at him and he winced. "So uh, you working on your Dad's formula?" He asked seeing some stuff down here was recently used.

"Y-Yeah nearly have it figured out," Penny said going with that. "Just taking a small break."

"Right-where are your glasses?" Harry asked just now realizing she wasn't wearing them.

"Oh just up, I didn't think about putting them on," Penny lied standing up. "I got too excited working on the formula."

' _ I-Is she taller? _ ' Harry couldn't help but think with Penny about the same height as him now.

"So what did you want to talk about?" Penny asked grabbing the chalkboard eraser and began to erase a few formulas.

Harry kept quiet for a bit before he took a breath. "About last night." He said making Penny freeze.

"You mean when you-." Penny didn't finish but Harry gave a slow nod.

"Yeah, that." The awkwardness was definitely in the air. "C-Can we pretend it didn't happen?"

Penny blinked at that while Harry continued.

"I can tell you're feeling awkward about it, it made you uncomfortable," Harry said messing with his hair. "I didn't mean for that, I was just-I mean-I don't want to ruin our friendship because of that."

"R-Right." Penny said crossing her arms a bit.

Truth be told it wasn't the fact that Harry tried to kiss her that made her uncomfortable, it was the fact that it would've been her first kiss if he did.

But she smiled. "Never happened." She said thinking it was for the best.

Harry looked relieved while Penny turned away to hide a frown as she wrote something on the chalkboard.

Even as she said it, Penny knew that it would be hard to pretend it never happened, especially with how fast her heart was beating right now.

Turning back to Harry, Penny decided to say something. "So," She began trying to find a subject to get rid of the awkward air, hoping that they'll be able to act normal around each other soon. "Did Gwen ever talk to you about heading to Coney Island either today or tomorrow?"

Harry blinked. "No, did you two plan this?" He asked as sometimes they would talk to each other before springing something like this on him.

"Well not plan, we talked about it but we weren't sure if you wanted to go." Penny said with Harry rubbing the back of his head.

"Sounds like fun." He said with Penny smiling as so far it seemed to be working.

The next hour or so they spent cracking some jokes and comparing favorite shows as usual.

* * *

A little bit after Harry left, Penny was walking through the streets of New York after catching a bus from Queens, wearing a hoodie that barely fit her-on her way to the clothing store so she could get some things that can actually fit.

She had the specimen and her blood samples covered, knowing that her Aunt and Uncle wouldn't snoop around her work if it was and she covered the chalkboard after flipping to the other side.

As she walked, Penny went to cross the street only to feel yet another buzzing in her head right when people screamed, turning her head she saw a car coming right for her running a red light with the brakes squeaking showing that whoever was driving was trying to slow down.

To Penny however time did slow down as she swore she could see the car coming right at her, feeling her muscles tense in a fight or flight situation before she instinctively jumped, doing a front flip over the car as it passed underneath her.

Landing in an uncommon crouch almost looking like a human spider, Penny blinked at what she just did as people were muttering around her-she heard the term Mutant, taking that as her cue to book it to get away from the crowd before they got a good look at her.

As she ran, Penny noted that she outran some cars that were driving at twenty miles an hour.

It was after running for five blocks that she came to a stop, not even panting when the other day she would pant from running down the driveway back home.

Resting with a hand on the wall, Penny looked back the way she ran.

She knew the car was there before she looked… She sensed the car before seeing it.

"The buzzing is a warning sense." Penny muttered under her breath.

And that jump… She was never that coordinated.

Looking at her hand, Penny turned to the wall and placed it there-after making sure no one was nearby.

The hand stuck.

She then placed another hand higher and followed the same pattern scaling the building.

Looking back down as Penny saw she was pretty high up, the girl gave a slight laugh feeling happy as she continued climbing until she was on the roof, pulling herself up on the edge.

"That was awesome." Penny said breathlessly before seeing the next rooftop.

Remembering how high she jumped over the car, Penny ran and jumped, clearing the space between-hell she cleared the building and the next space between before landing on the second rooftop where she continued to run, giving a shout of excitement.

Once she landed on yet another rooftop, Penny came to a stop and slowly sat on the edge.

This was incredible, she never felt this type of freedom before.

"What else can I do?" Penny asked with excitement.

* * *

Back in Penny's lab Natasha Romanov snuck in after making sure that the house was empty and looked around, lifting the cover off the microscope to see the dead spider that was dissected.

Taking a small picture of that, Natasha paused at seeing three vials of blood and slowly grabbed one, pulling a syringe out of her belt.

After taking the top off, Natasha drew a little blood from the vial and placed it back as if it didn't move.

She saw the covered up chalkboard and took a peek underneath it seeing only the blank side.

Giving a frown she went to flip it over only to hear from up the stairs. "Penny are you down there?" It was the girls Aunt.

She must've forgotten something and came to grab it.

Knowing she was pressed for time, Natasha quickly covered the chalkboard and was gone by the time Mayday Parker came downstairs.

"I could've sworn." May muttered in surprise.

* * *

That night, Penny had a wide grin as she made it back home with a bag of clothes that she bought with the money she saved up, sneaking in through the window and laying on the bed giving a small, quiet laugh.

Today was the most fun she ever had.

She spent most of it just goofing off and jumping from rooftop to rooftop with her newfound parkour skills-she fell off at one point nearly letting out a scream but survived landing on the ground showing that even her bone structure changed to survive a fall like that, her back was a bit bruised but that was the extent of it.

"I love that spider." Penny said happy with these changes.

Her whole body was practically a scientific miracle with these abilities as she could spend ages figuring out what she could do and her limits.

As she thought that, Penny's grin slid off of her face as another thought came to her.

Should she keep this to herself?

She wanted to show Aunt May and Uncle Ben the new things she could do, along Harry, Eddie and Gwen.

So… Why didn't she already?

Sitting up as she had one leg pulled up to her chest, Penny looked at the photo of her parents.

What would they think of her 'abilities'?

Would they think they were cool? Or would they be terrified?

* * *

Fury had a neutral face as the results of the blood Natasha brought back were on the screen along with videos from their cameras in New York catching Penny having fun with her newfound powers.

He didn't know whether to shake his head at the irony or be annoyed.

The Super Soldier Serum that Erskine developed was enhanced by Norman and all of the resources Norman used lead to Parker obtaining these abilities.

Parker was practically the next Captain America from what he was seeing however she was a minor, way too young to have those type of abilities.

"None of this gets out," Fury said to Romanov and Agent Phil Coulson a man with dark brown hair. "As Director of Shield I am making this classified to only the three of us."

"Understood." Coulson said seeing why Fury said that.

If word got out that Parker received abilities from a branch off of the Super Soldier Serum there was no question that Hydra and countless other parties would go after her without any hesitation. There was no way he would wish that type of stuff on anyone, let alone a teenager.

And Fury didn't trust many people in SHIELD anymore after that whole sleeper-agent fiasco, so he wasn't risking this one getting out.

"We should bring her in." Natasha suggested as so far Parker wasn't very subtle with her abilities but she was surprised when Fury shook his head. "Sir?"

"She's not the issue, Osborn is," Fury said bringing up the man's file. "I want that facility where the scorpion is secured, but do so discreetly I want Osborn to think he's in control for now."

"Director I agree with Agent Romanov, Parker needs to be aware of the risks that come with those abilities," Coulson said with a stern look. "She could have another incident like she did today."

"I'll handle that when it's time." Fury said looking at Coulson. "For now let her enjoy the ignorance of being a teenager, the Parker's had enough tragedy in their lives without us pulling them into this."

As the two left, Fury looked back at the screen a hardened scowl evident. ' _ Sorry Parker but as of now you're on our watch list, with those abilities you could be a danger not only to yourself but to those around you. _ '

* * *

Penny had her tongue sticking out the next morning in her lab as she hung upside down, having one leg hooked around one of the beams on the ceiling of the basement, her shirt tucked into her sweatpants to keep it in place.

She looked at a watch and saw that despite hanging upside down for nearly ten minutes she didn't feel dizzy at all.

So she unhooked her leg and did a flip as she landed in a crouch that was slowly becoming familiar to her using the momentum to jump from there to the chair she had set up, sitting down to write something while practicing some acrobatics.

Penny didn't know if it was weird that she was treating these new abilities like a toy but it didn't exactly stop her.

"Parkers Log #2," Penny began activating another tape recorder the other file saved on her laptop inside of a password protected folder. "In addition to these abilities, I've learned that I have become extremely flexible and limber-the extent of this is currently unknown as is my maximum strength and speed from this, but I can walk along a wire without any fear of falling."

It was something she tested while her Aunt and Uncle were asleep the other night by typing a rope across the basement, just for experimental purposes only.

"And yesterday I discovered that I have some sort of danger-sense, although I'm calling it a Spider-Sense as it came from the enhanced arachnid. I could sense people walking up behind me and danger like a car heading right for me, once more the extent is unknown and I don't know if there are things I won't be able to sense but it's still an incredibly useful ability."

Turning the recorder off, Penny turned to her other project which was her Dad's formula that she had in vials and so far it was going well.

It would take a few more tries however before she had it perfect but for now she was content.

* * *

Checking the time, Penny decided she should probably get ready for the visit to Coney Island.

"Man it's been forever since we've been here." Gwen said as she walked with Penny and Harry through the place.

Penny was currently wearing a long-sleeved yellow shirt and pants mostly to hide her new muscles, with her glasses back on. While she could see perfectly right now she wanted to make sure Harry and Gwen didn't think anything was going on although from their comments to her height she had a feeling that they suspected something.

"I know what you mean, when was the last time?" Harry asked cupping his chin in thought. "Middle School?"

"Actually the last year of Elementary School." Penny piped up thinking back on that. "Didn't you and Flash compete on the game where you had to knock the bottles down."

"Oh right." Harry said remembering that as he frowned at the thought of Flash, but he didn't dwell too much on it as he didn't want to ruin the day out with them because of that. "So any games you girls want to play?"

"I'm thinking of the Bumper Cars." Gwen said pointing at them with Harry grinning in response.

Penny however thought back to her Spider-Sense and grinned.

With that ability it was almost an unfair advantage-... Come to think of it all of her abilities are an unfair advantage.

Shaking her head, Penny agreed to it and they ran towards it.

' _ Okay, _ ' Penny thought a few moments later as she collided with yet another bumper car. ' _ Just because I can sense them it doesn't do me any good if I can't avoid it. _ '

She was somehow going backwards and despite sensing the other cars she was unable to avoid them.

At least she learned a limitation on her Spider-Sense.

"I'm never trusting you to drive." Gwen commented with Penny sticking her tongue out at her in retaliation.

It's not her fault these Bumper cars were hard to control.

Minutes later, Penny was laughing as they were in a house of mirrors with Harry looking a bit on the short and chubby side with the mirror he was in front of.

"Very funny." Harry said crossing his arms, although the reflection just made her laugh harder.

"I would say sorry but that would be a lie." Penny said between chuckles, while Gwen stood in front of a mirror of her own looking extremely tall and skinny.

The day seemed to be passing quickly as the three went from game stall to game stall, although Penny had to lie through her teeth when she accidently made a hole in the wall from throwing a ball at bottles.

Luckily they bought the weak wood foundation lie.

So now they were sitting at a public table with snacks and drinks.

"Seriously?" Penny asked Gwen, covering her mouth to silence a giggle.

"Seriously, Dad had to arrest someone calling himself the Matador." Gwen said sounding amused with a wry grin. "A thief who stole while acting like a bullfighter."

"Oh wow and I thought Hypno Hustler was a weird name." Harry said shaking his head at the aliases some criminals take.

Penny just smirked. "What about Batroc the Leaper?" She asked the three of them laughing a bit more. "I don't know if they're trying too hard or just trolling people with names like that."

"Who knows?" Gwen took a sip of her drink. "But the world is starting to get strange isn't it?"

"Yeah, like those people talking about 'Hulk' sightings." Harry said with a chuckle as for the last decade or so there have been reports of a green giant man that lived in the wilderness-occasionally seen in a town that's later destroyed.

Although the official story were that earthquakes happened, as the Hulk was practically on the scale of the Loch Ness Monster, Jersey Devil and Bigfoot in terms of people believing in him.

Penny suddenly found her drink interesting as the conversation tilted more to people with abilities like the fabled 'X-Men' that people said were out there as she was reminded of her own abilities that she kept hidden.

"So what do you think it would be like to have abilities?" Harry asked curiously with Penny tensing while Gwen blinked.

"Don't know, it would be kind of interesting but I'm happy with being plain old me." Gwen said with a shrug.

"Come on, you're not the least bit curious in what it would be like?" Harry asked in disbelief.

While Gwen and Harry had a small debate, Penny checked her phone. "Hey, I have to go," She lied as she didn't want to be a part of this particular conversation. "Aunt May just text me."

"Already?" Harry asked in surprise with Penny giving a nod. "Want us to walk with you-?"

"No thanks I'll catch a bus," Penny lied planning on doing her own version of Parkour to get home. "You don't have to stop having fun on the account of me."

So with a grin, Penny waved and left.

Gwen raised a brow at that looking from Penny's retreating backside to Harry. "I take it the talk didn't go too well?" She asked as they seemed to be acting like friends instead of an item that day.

"We decided to remain as friends," Harry said not wanting to have this conversation. "So what should we do after school tomorrow?"

Gwen however didn't take the change of conversation. "Yeah friends who are awkward around each other, seriously I could feel it in the air between you two." She said giving him a look.

"Well of course we're awkward around each other because of that," Harry snapped with a frown. "Now will you drop it?"

"Fine." Gwen said but she wanted to talk to Penny about it a bit.

It was obvious that despite what he said Harry still felt something for the brunette and she could see from their interactions that Penny looked unsure.

* * *

Penny had a grin as she did a front flip across a building, landing in a roll before she ran.

This was just what the doctor ordered to clear her head.

And this was why she wanted to go home 'alone' otherwise she wouldn't be able to do this at all.

Jumping from another building to do a backflip, Penny nearly messed up her landing when she saw both her Aunt and Uncle walking into a Pawn Shop.

' _ What are they doing there? _ ' Penny thought as she slowly slid down the wall, landing in the alley across from them, after making sure it was empty.

Walking across the street, Penny saw them talking with the store owner but wasn't able to hear what it was about before she saw May pull out her necklace-something that was in the family for a long time.

' _ They're selling their valuables. _ ' Penny realized with wide eyes.

Not wanting to be caught looking in, Penny quickly left not sure what to think.

If they're selling their valuables that would mean that they didn't have much money.

Penny didn't know if that was true or not but if it was why didn't they tell her? If she knew she would've found a way to help-.

Penny felt her 'Spider-Sense' tingle a bit right as someone ran out of another store with a gun and a bag that she assumed was filled with cash.

"Hey stop that guy!" The store owner called out as the man ran towards Penny.

Instead of listening to that, Penny quickly got out of the way as the man took a moment to give a nod of thanks for not doing anything 'stupid' with Penny seeing the man had blonde hair and brown eyes with a scuffed face.

As the man disappeared around the corner the store owner gave Penny a look of disbelief. "The hell was that?!" He asked her. "All you had to do was trip him and he would've been eating pavement."

"Sorry but do I look like the police to you?" Penny asked feeling sorry for the guy but it wasn't her problem.

She wasn't the police.

Sure she had powers but she wasn't a vigilante.

The store owner didn't take too kindly to her saying that as he walked off grumbling.

' _ Well I guess that's one store I should avoid in the future. _ ' Penny thought before she continued walking off, heading straight home.

She managed to beat her Aunt and Uncle home, so Penny looked around the kitchen before finding a paper of the bills, wincing as she looked them over.

No wonder Aunt May and Uncle Ben were selling their valuables, this was way too much-and they're late payments too?!

If they didn't come up with payments for these bills the bank would take their house.

"How did I not notice it got this bad?" Penny muttered sitting down.

There has to be a way for her to help get this money.

A thought came to her. "With my powers I could do anything," She realized thinking about the possibilities. "No one can stop me, any amount of money I could take."

However she couldn't stomach that idea and placed a hand on her face.

"What am I thinking? I'm not a thief," She muttered kicking herself for even considering that. "Aunt May and Uncle Ben would never accept money that was stolen, heck if there's an off chance that I'm caught it would break their hearts."

Placing the bills back in their hiding spot, Penny was at a loss before she looked at the paper to see something that placed an idea in her head.

' ** _Three Grand to anyone who can take on the Crusher in the Ring and win._ ** '

Three Grand? While it won’t be enough to help pay these bills it was a decent start and this was tonight.

Giving a grin, Penny began to form an idea in her mind before realizing something.

If she does this as Nerdy Parker people would talk and question how she was able to do that, they would have her tested for steroids and uncover her abilities.

"I have to disguise myself." Penny said knowing she only had a limited amount of time.

* * *

That night after sneaking out, Penny stood in front of the wrestling gym where people were walking in and out of.

She was currently dressed in a pretty baggy white shirt with a poorly drawn spider on the front from a permanent marker along with blue jeans while carrying a ski mask.

It looked like she was about to rob a place as she walked in and felt people looking at her.

The person at the sign ups just gave her a weird look as she spoke in a muffled voice due to the mask covering her face. "I'm here to fight the Crusher."

"Kid go home, this is way out of your league," The guy said with a scoff right as some paramedics came out with a wrestler on a stretcher moaning as his arm looked like it was bent in the wrong direction. "See that? That's what will happen if you go in there."

"Sign me up." Penny said trying to hide the fear in her tone as she saw that, but the guy heard it.

"I'm doing you a favor, trust me just go home-."

"I need that money so sign me up." Penny interrupted and glared at the man who sighed.

"Fine, but it's your funeral and you know you can't sue us if this goes badly for you right?" The man asked with Penny giving a nod. "Good luck kid, you're going to need it."

"Thanks."

Penny didn't really have to wait long as anyone who went in was taken down in a minute or two and in need of medical help.

"Now for the next act of the night I give you-," The announcer stopped as he peeked in. "What's your name kid?"

"The Spider." Penny said with the man making a face.

"The Spider? Seriously that's the best crap you can come up with?!"

"Just send me in there." Penny said in annoyance.

So what if she can’t come up with a good name? She just needs to use her powers to win this fight.

"Unbelievable," The man muttered before he continued. "Give it up for the terrifying, the spectacular- no, the Amazing Spider-Man!"

Penny just stood there as the man just called her a 'Spider-Man' while a lot of the crowd booed. "I'm a girl." She snapped her voice being drowned out by the crowd.

Then again with her baggy clothes and muffled voice she was easily mistaken for a guy.

Giving a sigh, Penny just walked in there to see the Crusher cracking his knuckles. "Well if it ain't the masked marvel, tell you what shrimp," He taunted seeing clearly that this was a kid. "I'm in a good mood tonight so I hit you and you take a fall alright?"

"How nice of you sir but I'm in the mood for a little brawl." Penny quipped trying to calm herself. "Nice dress by the way did your husband make it for you?"

The Crusher frowned at that, all thought of being nice to this smart-ass gone right as the bell rang and he ran at Penny who jumped over him, landing and spinning around to kick the man's feet out from underneath him.

While it looked like a planned attack, truthfully Penny was just making stuff up as she went along trusting her 'Spider-Sense' to guide her out of danger as she could use her reflexes to dodge this guy.

"Timber we have a man down." Penny said with Crusher getting back up to try and grab her, but she fluidly moved out of his way quite a few times. "No need to be grabby there's enough of me to go around."

She has to admit this was a bit fun, especially with seeing the angry look on Crusher's face as he tried and failed to grab her.

The audience was no longer booing the new arrival, in fact they actually liked 'him' as 'he' kept making jokes.

"You know I really feel a connection between us," Penny said trying not to laugh as she jumped over the guy, landing on his back. "And it's right here."

With that said she jabbed the guy on the head-holding back quite a bit as she remembered the shattered glass the other day and watched as the Crusher's eyes rolled to the back of his head and he fell to the ground, unconscious.

Jumping off as he fell, Penny landed on the ground while the stunned crowd watched with the referee counting the seconds, not that it was needed as the Crusher was out like a light.

Finally the bell dinged as the referee raised Penny's arm. "Your new champion Spider-Man!"

"Spider-Man! Spider-Man! Spider-Man!" The crowd cheered as Penny beamed a bit.

This was actually not that bad, sure there was the annoyance of being mistaken as a guy but she could get over it.

Spider-Man huh? The name was kind of growing on her.

Later on she was walking out with her cash with a smile as she was thinking of a way to give it to her Aunt and Uncle without them wondering how she got it before a guy stopped her.

"Hey Spider-Man that was a pretty good show you did." The man said with a grin while Penny raised a brow behind her mask. "The name's Ed Sullivan, I'm a TV Producer and I can make you a star."

' _ TV Producer? _ ' Penny thought in surprise as he gave her a card.

"Call me if you're interested, hell keep the mask angle it's great for showmanship." Ed said giving a wave as he left. "See ya Spider-Man."

Penny looked at the card with a smile.

"I love that spider." She muttered again as things were really looking up for her.

** _To Be Continued…_ **

**Notes for the Chapter:**

> Alright a first taste of Penny having her abilities-I figured it would be in her character to experiment with them and study her abilities from a scientific viewpoint first to determine what she could do along with her being excited about them in the beginning. But she's also unsure of what to do with them for the moment.
> 
> Also she and Harry had a small talk-it won't be the last time they talk about what happened that's for sure and we had a few more references with some criminals as people at this point think that the Hulk and X-Men are myths-when they're being covered up for now.
> 
> Yes Fury knows about Penny having powers because let's face it-she wasn't that careful in the beginning like how Peter wasn't.
> 
> Finally we have Penny obtaining the moniker 'Spider-Man' as it wouldn't really be her choice that she would take it, but she would go along with it too-hope you enjoyed her small scuffle with Crusher.


	5. With Great Power Part 2

A week later, Penny sat in her room, sewing a costume together, she decided to keep the name 'Spider-Man' for show business finding it a good way to keep her 'identity' safe and to still live a normal life as Penny.

Since it was for showmanship, Penny decided on the bright colors of red and blue for the costume and sewed black web lines through the costume itself, them meeting on the chest where a black spider symbol was while a red spider symbol was on the back.

Not only that she had some 'webbing' for the armpits to help with the Spider theme she has going and the mask was red with web lines and large, silver reflective lenses.

She also added a bit of padding in the costume to ensure she would look like a 'Man' in costume.

"Finally done." Penny said flexing her fingers where they were cramped, thankfully her spider-sense worked for sewing as she was able to prevent stabbing herself quite a few times.

Leaning back, Penny looked back at the money she had with $150 left, she gave $2500 to her Aunt and Uncle with a forged letter from the school where she won a small scholarship contest winning that money for them, but she had it written to where they wished to remain anonymous.

While her Aunt and Uncle were a bit surprised by that development they were extremely proud of her and happy to be able to pay off those bills, filling Penny with joy that she helped her family.

"Alright, let's try this." Penny muttered and in a few moments she stood in her room, the door closed to look in the mirror-after making sure her windows were closed and covered to see her in the Spider-Man suit with the mask off and she had to say, she did a good job making it look like a guy in a suit, especially when she pulled the mask on.

This was actually the third attempt with the mask as she had trouble with the lenses before getting the reflective lenses from the Midtown Dance Team, discreetly borrowing them.

"Just one more thing." Penny said throwing her clothes on over the suit, happy that they fit perfectly underneath her pants and long sleeve turtleneck.

She still made sure to put some shoes on and took off the mask and gloves before heading to the basement, sneaking past her Aunt and Uncle who were watching an old Clint Eastwood movie.

Making it to the basement, Penny saw the beakers finished warming up along with two mechanical bracelets being on the side with levers on them.

"What spider is without its webs?" Penny joked sitting on the chair as the formula was a complete success and while she could sell it to make even more money she figured she could use it a bit more to help with the show business before making the calls for this.

Speaking of making calls, Penny checked her phone to see that it was late.

"I'll call Ed for a show tomorrow." Penny decided as she had to make a schedule to include these shows, especially with all of the plans she has for it.

* * *

"So just switch this around?" Harry asked as he and Penny were continuing their tutoring sessions in the school library, the latter chewing on her pencil lightly in thought, she had her glasses on to keep up appearances that she needed them.

"And add this." Penny said writing down the newer formula with Harry sighing. "Hey you're doing a lot better."

"I know but it's still annoying that every time I think I have it, a new formula comes out of nowhere."

Penny smirked at him. "Welcome to the world of Science, I hope you enjoy your trip."

"I want a refund." Harry deadpanned, continuing the little banter.

"That would imply you paid for it." Gwen commented looking up from her homework. "Besides you'd be getting your money's worth."

Harry chuckled at that with the trading barbs back and forth before Gwen spoke up.

"So did you guys check the news?"

"What scientist is it this time?" Harry asked with Gwen giving him the look.

"Actually they had that 'Spider-Man' guy who beat the Crusher on it," She said making Harry a bit sheepish while Penny immediately found the science work even more interesting. "Apparently he's doing another show."

"Really?" Harry asked as he enjoyed that little match against the Crusher that showed on TV and found the guy to be a bit funny. "You guys want to go see it?"

While Gwen gave a nod, Penny hesitated. "I won't be able to make it, I promised my Aunt and Uncle that I would do something." She said as she couldn't exactly sit with Harry and Gwen in the audience while doing the show as Spider-Man.

Harry looked a bit disheartened as Penny has been flaking a lot in the last week while Gwen looked at her. "Can't you make a rain check? You rarely hang out with us anymore."

"It's important," Penny said trying not to look guilty at that being brought up before saying. "But how about we head to the Mall tomorrow to hang out, the Arcade or the Movies?"

"Any particular one?" Harry asked before adopting an innocent expression. "Maybe that new Star Wars one-?"

Penny made a face as Gwen giggled. "Penny you have to be the only Science Geek to hate Star Wars." She said with Penny rolling her eyes.

"So what? I like Lord of the Rings better." Penny said stubbornly with her arms crossed before a phone buzzing interrupted them with Harry checking.

"Dad?" Harry muttered in confusion before excusing himself to walk off.

"What's really going on?" Gwen asked as soon as Harry was out of earshot.

"Huh?" Penny blinked in confusion.

"I know you well enough to know that you were lying about why you didn't want to go to the show, so what's going on?" Gwen asked with Penny fidgeting.

"It's complicated." Penny said awkwardly looking down before deciding something.

Why keep this from Gwen and Harry?

So she opened her mouth to say what it was when Gwen spoke again. "Is this because Harry almost kissed you?" Just like that Penny nearly choked on her own spit.

"Y-You knew about that?!" Her voice rose a bit before she forced herself to quiet down, all thought of telling Gwen and Harry about her being Spider-Man forgotten.

"Penny, everyone knew Harry had some feelings for you except for you," Gwen said crossing her arms. "I know this makes it a bit awkward, but you avoiding him isn't going to fix the issue-."

"That's not the reason." Penny denied as she thought back to the last week and realized why Gwen came to that conclusion. "I just got a job."

That surprised Gwen. "Wait you did?"

"Yeah, when I left to head home after the whole Coney Island thing I saw my Aunt and Uncle pawning off valuables to pay for bills," Penny said looking down. "So I got a job to help them out."

"Oh," Gwen winced a bit feeling stupid for thinking that Penny was just being awkward-. "Wait, I thought you left because your Aunt texted you."

Now Penny looked embarrassed. "Okay, that time I was avoiding him because I barely had time to think about it with a lot of stuff going on at the time," She confessed, thinking on her powers. "But I got over it."

Their conversation stopped when Harry came back a little annoyed. "Dad wanted to make sure I wasn't goofing off," He muttered sitting back down. "Alright so where were we on this?"

* * *

After school, Penny stopped by home to grab some extra web fluid when she saw her Uncle Ben working on the sink. "Need a hand?" Penny asked as she didn't have the show for another hour or two.

"Nah I have this thanks kiddo," Ben said tightening the last pipe before pulling his head out. "How was school?"

"A little tame to be honest," Penny said sitting at the kitchen table to talk with her Uncle. "Gwen, Harry and I did a little study group during free period."

Ben gave a hum at hearing that while looking at his niece thoughtfully.

"Uncle Ben?" Penny asked at seeing that. "Is something wrong?"

"You tell me." Ben said much to Penny's surprise, taking a seat across from her.

"Huh?"

"Penny I'm no genius like you or your father, but I know enough that something's been bothering you these last few days," Ben said giving a warm smile to her. "You know you can tell your Aunt and I anything, right?"

Penny went silent at hearing that and sighed. "Well it's complicated." She said looking down, thinking about everything that happened recently.

Ben gave a nod and didn't say anything, waiting for Penny to continue.

"It's just that-..." Penny shook her head and steeled herself. "I've been going through some changes-."

"Ah," Ben said thinking he understood. "Everyone goes through this type of stuff at your age Penny, you're Mother and Aunt were the same way."

Penny gave a snort as she realized what he thought she was implying. "Trust me Uncle Ben it's extremely different."

"Right, Penny there's nothing to be bothered about it, you're just changing into the person you'll be for the rest of your life," Ben said giving a sad smile, no doubt still seeing the little girl she was when she began to live with them. "Times like these are one of the most important."

Penny looked at her Uncle while the man continued.

"Because they're so important means you need to be careful too, the choices you make defines who you will be after all," Ben standing up to walk over and place a hand on her shoulder. "It's like this philosophy your father always had, one that he stuck with and made sure to teach others."

Now Penny had a curious look on her face, not hearing about this. "Really?"

"Yes, he believed that if the person had the ability to do something to help another person it was their responsibility to do so," Ben explained to her. "I'd like to think that what he meant was with Great Power comes Great Responsibility and just like your father you have quite the mind that will get you through life, how you use it though is your choice."

With that he gave her shoulder a gentle squeeze, something he did when she was a kid to comfort her and walked off to give her time to think about what he said.

Those words however were stuck in Penny's head.

With Great Power comes Great Responsibility.

Did her father really believe in that?

While Uncle Ben didn't realize she had the abilities of a spider his words were making her severely think about what she's done with them.

And what she could do-.

'_ What am I thinking? _' Penny shook her head as she thought about people like Iron Man or Captain America that fought for people with their Great Power.

She wasn't a hero she was a teenager.

And right now her Responsibility was to her family who needed the money. Which was why she had to do this show.

* * *

Later that evening, Penny was sitting in the dressing room, dressed as Spider-Man after sneaking in much to Ed's surprise, he knew it was 'him' because 'Spider-Man' called and told him what he would be wearing.

"Have to say you look a lot better than you did last time." Ed commented with Spider-Man giving a laugh.

"Thanks Mr. Sullivan, I figured if I was to go into show business I needed a better look." Spider-Man said her voice being muffled by the mask helping her sound like a guy, leaning back in her seat. "So how do we do this? Do I have to sign something or-?"

"I'd rather wait until a few shows before we do the signing to make sure you can bring in the crowds." Ed said as he was an honorable man in this type of stuff. "You do have a plan right?"

"I thought of a few things while making the costume." Spider-Man said not letting on.

* * *

A few moments later, Spider-Man was wowing the audience with quite a few tricks as she jumped in the rafters with the light shining on her, easing her way through obstacles that would leave gymnasts green with envy before jumping off, diving headfirst as she shot a web line already knowing the web shooters as she was calling them would work from practice in her basement-now hanging upside down while she descended.

"Amazing! Seeing his feats with Crusher is one thing but this is something else entirely," Ed said in a microphone as Spider-Man gave a thumbs up before remembering that she was upside down so she quickly reversed it to the audience's amusement. "What will Spider-Man do next?"

Clasping her feet on the web, using them to stick to it, Spider-Man shot various web lines to the wall, even above the audience, much to their wonder, slowly bringing them together to make a giant Spider Web.

"For the people who clean up, don't worry this stuff dissolves in an hour." Spider-Man called out earning some laughter as she now stood in the middle of her very own Spider-Web. "Come into my parlor."

They were really loving the act she was putting up as she crawled on the web, above the audience, spotting Harry and Gwen who were looking up at her-not knowing it was Penny.

She even saw Flash, Sally and the other popular kids watching while cheering.

That made her smile under the mask before she kicked off the spider web, doing a backflip while making a web swing and landing in it swinging a bit, earning cheers.

This was going great and she was just beginning.

However Ed decided that was enough. "Give it up for Spider-Man," He said with the crowd cheering, whispering when Spider-Man was close enough. "Don't show them everything, keep some stuff hidden for the next show."

"Got it Mr. Sullivan." Spider-Man said trusting him as the man was an expert here.

Meanwhile in the crowd, Phil Coulson was eating some popcorn. "Have to give her credit, she does make a good show-I feel like I'm at one of Stark's Expo after he came out as Iron Man," He said to Romanov who was sitting next to him, the two deciding to watch this to get a feel for Parker's abilities first hand. "If we didn't know about the Spider, we would've just theorized technology and gymnastics or even the X-Gene."

"Flexible, smart, can move fast and strength from how she launched herself," Romanov listed off what she saw. "She would make a good agent if given the training."

But right now she was pretty sure the personality wouldn't fit, especially with how Parker was using her skills like a toy.

"We'll talk to her about that when she's 18." Coulson said knowing that Fury wanted them to just watch her but keep their distance. "Think she would be good for the Avenger's Initiative?"

"We'll have to refer to Fury for that one."

* * *

Across the audience however, Harry and Gwen were talking animatedly about what they saw. "Man did you see that jump? Incredible." Harry said thinking of all the stunts shown. "It's too bad Penny couldn't be here to see it."

"Chances are it'll be on Youtube soon, so she'll see what she missed." Gwen commented with a giggle when her phone buzzed. "There's always next time."

"Yeah, but at least there's the Charity Event that Stark is doing next week, we're sure to see him in his Iron Man suit-," Harry stopped when he heard Gwen gasp in shock. "Gwen?"

"We need to go to Penny's now!"

* * *

In no time, Spider-Man was paid in cash for the show and found herself whistling as she walked home, back to being Penny after leaving the area and taking care not to let Harry or Gwen see her.

That was awesome and thrilling.

"I guess I do have a knack for showmanship." Penny thought, checking her phone as she began to walk in Queens after crossing the bridge, pausing at seeing quite a few messages, her phone now buzzing from Gwen and Harry trying to contact her.

Not sure what that was about, Penny was about to check them only to hear sirens and look up to see Squad Cars at her house while an Ambulance was leaving.

Eyes widening, Penny nearly dropped the phone in shock and ran at the house where some officers were trying to stop her. "Ma'am this is a crime scene-." A female officer tried to say but Captain Stacy saw this.

"Let her in DeWolff, she lives here." Stacy said the Officer pausing at hearing that before flashing Penny a sympathetic look.

"Captain Stacy?" Penny asked seeing Gwen's father, before she saw them wheeling a covered body out of the house and her breath left her.

She didn't even know she was close to hyperventilating until Stacy placed a hand on her shoulder. "There was a Home Invasion a few moments ago, your Aunt is currently being transported to the Hospital for treatment," He said pausing before letting it out gently as he hated this part of his job. "Your Uncle didn't make it."

"Penny!" Penny didn't even register Harry and Gwen's voices as the other Officers attempted to bar them from entering before Stacy gave the sign to let them in.

"Penny oh God I am so sorry." Gwen said while Penny was numb, not even hearing her.

Her Uncle was dead… A burglar broke into their home while she was doing the show and killed her Uncle and just hospitalized her Aunt.

"Penny?" Harry asked when she wouldn't respond and he placed a hand on her shoulder, feeling her tense not knowing of the red, hot anger clouding her vision.

"Dad, is it alright if Penny stays with us for the night?" Gwen looked at her father not wanting her friend to be alone.

"I'll give you kids a lift." Stacy offered right as the radio went off.

"** _We have a 340, a nut job just tried to rob the local Popeyes not even two blocks from where you are,_ ** " Stacy and Dewolff, grabbed their radios. " ** _We've chased him to an abandoned Acme Warehouse where he barricaded himself in, we think it's the same guy from the 211 turned 187 in Queens._ **"

Penny blinked, knowing what the codes meant as she heard them enough times from when she did hang out with Gwen.

It was the same guy who did this, and she knew exactly where the Acme Warehouse was.

"DeWolff, you go there to get him, I'm taking the kids home-." Stacy began only for Penny to push Harry and Gwen away and run off.

"Penny!" Harry called out in surprise.

Giving a slight curse, Stacy tried to follow but quickly lost her. "Kid, don't do anything stupid." He muttered.

* * *

Penny was jumping from rooftop to rooftop, stripping down to her Spider-Man costume with nothing but pure rage in her eyes, placing her clothes in the backpack she had with her.

Pulling the mask over her face, Spider-Man kept jumping from the rooftops before finding the warehouse and swinging in, seeing an open window big enough for her to crawl through where her light colors actually blended in with the dark.

"We're not going to wait here all night, be smart and cooperate!" She could hear one of the Officers call in, none of them seeing her while she saw a single shape in the shadows, not being in front of the window.

"Take you with me if I have to." The man muttered holding a gun, making Spider-Man see red as that was the same gun that killed her Uncle. "Going to get out of here, one way or the other."

"That's what I was hoping to hear," Spider-Man snarled, her voice echoing around the warehouse the man pausing in fear, thinking one of the cops got in. "How would you like to exit, through the window or in a body bag?!"

With that, Spider-Man jumped down, scaring the guy as she landed in front of him.

"Murderer."

The guy screamed and went to shoot but Spider-Man was already on the move with her Spider-Sense warning her ahead of time, giving the chance for her to grab his wrist, easily shattering the bone as the gun went off, firing at the wall.

The Police outside ducked behind cover on hearing the shot, thinking that he was shooting at them. "Everybody get down."

Dropping the gun as he stared at his now mangled wrist, the man looked up as Spider-Man grabbed him by the front of the shirt and slammed him into the wall making it crack as he felt pain in his body forcing him to cry out from the force of it.

"What's wrong, did that hurt?!" Spider-Man asked in anger, spinning around to throw the man across the room where he rolled, aggravating his injuries.

On not hearing anymore gunfire, one of the cops outside poked looked at his partner while holding his pistol. "Think he popped himself?

"You wish."

Back with Spider-Man, she finally grabbed the guy. "Get up, we aren't do-," She stopped, finally seeing his face as the light from the window shone on him. "N-No."

She dropped the guy who fell like a sack, unconscious from the injuries.

It was that guy.

The guy from that day.

'_ Hey stop that guy! _

_ The store owner called out as the man ran towards Penny. _

_ Instead of listening to that, Penny quickly got out of the way as the man took a moment to give a nod of thanks for not doing anything 'stupid' with Penny seeing the man had blonde hair and brown eyes with a scruffed face. _'

Spider-Man took a step back, placing a hand on the wall to keep her balance the shock of this overwhelming her.

'_ What the hell was that?! All you had to do was trip him and he would've been eating pavement. _'

"It can't be." Spider-Man muttered taking her mask off to show her face, tears streaking down her cheeks.

'_ Sorry but do I look like the police to you? _'

"T-This is all my fault." Penny said, realization kicking in before she heard the door being kicked down.

At that, she quickly pulled her mask on and jumped, climbing out the window and running into the city.

Eventually she sat on a building right next to one of the stone gargoyles, her legs up to her chest as she let it all out taking the mask off once more with tears streaking down her face.

It was her fault.

If she just stopped that guy.

If she just tripped him instead of moving then Uncle Ben would still be alive and Aunt May wouldn't be on her way to the Hospital.

"I'm sorry." Penny whispered, her shoulders shaking-.

"Help!" Penny's head shot up as she looked down in the alley she was above to see someone get thrown into the wall by a group of people, members of the Rolling Seven, some of them had switchblades out.

"No one to hear you dumb ass." One of the Gang Members said with Penny tensing before remembering the last time she ignored a crime.

With Great Power comes Great Responsibility.

Eyes hardening in resolve, Penny quickly wiped her eyes before pulling the mask on and jumping down there, connecting two strands of webbing to two surprised Gang Members.

'_ I understand now. _ ' Penny thought kicking one of them back, not even looking as she caught a wrist holding a knife due to her head buzzing. ' _ I was selfish. _'

She didn't waste anymore time to cocoon the rest of them in webbing and checked on the person she saved who looked at her in shock and fear before she ran up the wall.

'_ So selfish and everyone paid the price. Uncle Ben did. Aunt May did… I did. _ ' Penny paused seeing someone about to get hit by a speeding car and swung in to grab them before it could happen. ' _ I'll never forget that. _'

After letting go of the shell shocked person, Penny chased after the speeding car and put a stop to it-discovering that the brakes in said car failed and got the driver out safely while the car was in the air with webbing.

'_ I could've stopped that man and I didn't… I'll never forgive myself for that. _'

Penny climbed to the top of a building to see it's neighboring one on fire and didn't hesitate to break through a window that was half broken, calling out to see if anyone was there, finding a small child and scooping them up to get them to safety, running out of webbing in the process.

'_ For some reason I out of many people were given this power and like Uncle Ben told me I have a responsibility that comes with it. _ ' Penny sat on the edge of a building with the sun beginning to rise, her mask off to show her eyes had rings under them and were bloodshot from lack of sleep that night and her hair disheveled along with some soot on her face and suit. ' _ I swear I'll never turn my back on anyone ever again. _'

Penny held her mask with a determined look.

"I swear as Spider-Man." She said gripping it tightly.

* * *

It was around late afternoon when Penny made her way to the hospital, sneaking into her home to get clean clothes and wash herself up to get rid of the smoky smell, hiding the Spider-Man costume in the attic for the time being.

"Penny!" The girl barely walked through the doors when Gwen rushed over and practically tackled her, not letting go in case her friend tried to run off again. "Are you out of your mind?! We were worried sick for you."

Harry was right behind her, placing his hand on her shoulder, looking just as worried. "We looked all over for you." He said seeing how she looked ready to drop from exhaustion.

"Sorry." Penny mumbled looking down. "I-I wasn't thinking straight."

"You think?!" Gwen asked sharply, not out of anger but worry.

"H-How's Aunt May?" Penny asked looking up with dread.

Harry and Gwen went to open their mouth but another voice spoke up.

"She pulled through." Penny's head snapped over to see Eddie who looked at her with concern. "Right now she's resting but the doctor should let you see her sis."

"Eddie?" Penny asked before running over to hug him as he sighed and returned the hug.

"Harry and Gwen called me after you ran off like that," Eddie explained to his adopted sister before he gave a stern look. "After you see Aunt May you are going to get some sleep alright sis?"

He might have to make more visits to the Parker Household to check up on them after this.

Penny didn't argue as she gave a nod, yawning in the process.

** _To Be Continued…_ **


	6. Learning on the Job Part 1

"Well let's see what our esteemed competitions is up to." A man said holding up a paper.

It said 'A New Hero on the Rise?' using a blurry picture of Spider-Man.

"My how interesting and now for the Globe?" He held up another paper headlined 'A Spider among Men?'

"Now what did we publish?" The man now held up a paper titled the 'Daily Bugle' with the headline 'The Kingpin: Fact or Fiction?'

"It's a crap story and not a decent photograph to go with it." The man slammed the Paper down showing his face with dark hair, turning grey with a cigar in his mouth. "What do I pay you people for?!"

He stood up and looked out the window.

"Out there there is a guy in his pajamas calling himself Spider-Man and we are the only paper not getting on it, that's what we need to do!" John Jonah Jameson stated a look of interest on his face. "That's the story we need! That's what sells papers! I want to know everything about him. Why is being a Boy Scout in his Pajamas? What's his Birth Sign? Is he really trying to help or is this all an elaborate plan of his? More importantly I want a damn decent picture of this maniac."

"Jonah no one has even got a glimpse of this guy, even the picture that the Journal got was blurry." A dark skinned man said to his old friend with Jameson shaking his head.

"Then put an ad in the paper, money for a picture of Spider-Man, there has to be somebody out there who can get a picture of him Robbie!" Jameson said before turning to another man who had auburn hair and a beard. "Ulrich I want you on this story!"

"What? But Jonah I'm close to getting-."

"The 'Kingpin' can wait until you get the evidence, people want to hear more about this Spider-Man." Jameson snapped to him. "Get to it Star Reporter, find out what you can starting with Edward Sullivan, he's the one that knows the most about this Spider-Man."

Ben Ulrich frowned before relenting, knowing his boss wouldn't give up.

"Foswell, I want you to find out as much as you can about this Wall Crawler!" Jonah looked at Frederick Foswell a man with brown hair. "Comb the streets with your contacts to find out what you can."

"On it boss." Foswell gave a lazy salute, a rather sharp look in his eyes.

"Well what are you all waiting for a promotion?" Jameson asked with them all there. "Get going!"

* * *

Penny yawned as she walked down the stairs in her pajamas, rubbing her eyes tiredly.

"Morning Uncle Be-," Penny stopped seeing Eddie who gave her a worried look as she winced. "Uh sorry bro."

It's been two days since Ben Parker was shot and killed and with her Aunt hospitalized, Eddie was currently staying in his old bedroom as he felt that leaving her by herself was a bad call. To be fair she did that on instinct but she wished she didn't.

"Morning sis, you sleep well?" Eddie asked seeing the bags under her eyes while Penny idly looked away. "You want to talk about it?"

"I'm fine." Penny muttered wanting to get some coffee to avoid this as she didn't really sleep because she was out the other night as 'Spider-Man' making sure to stop some crimes.

But Penny also didn't want to talk about this because she knew she would break down crying given how she was still blaming herself for her inaction causing for this to happen.

Eddie just watched as Penny made it to the coffee machine before he spoke. "I remember you saying the same thing when your parents left with mine," He said making Penny tense, holding onto a coffee mug. "Just like how I did, Sis we should do this to ourselves again."

The more he spoke though, Penny began to grip the coffee mug and saw it crack, making her ease up and place it back to grab another, placing it on the counter to avoid cracking this one.

She would have to get rid of the cracked mug later.

' _ Right, Uncle Ben was family to Eddie as well. _ ' Penny had to remind herself that she wasn't the only one suffering here because May and Eddie were going to miss Ben terribly. ' _ But I'm the one that allowed for this to happen. _ '

That's something she can't talk about because how would a person react to hearing that their inaction caused a loved one's death like that?

"You don't have to talk about it now Sis, but don't lock it up either," Eddie told her with a pained smile. "Think you can do that?"

After a second Penny gave a nod with Eddie smiling at her before his phone beeped. "That the lab?"

"Yeah, the Doc needs me to come in early." Eddie muttered as he took the other day off to keep an eye on Penny but it seemed that something big came up that Connor's needed help with.

"Hey I'll be fine, I need to go to school anyway." Penny said making Eddie give her a look. "What?"

"Penny you look like you're going to keel over any second," He said making her wince. "Besides it's Friday, I think you can afford to take another day off."

"I just need to do something normal." Penny said due to how she took the day off from school the other day because of what happened.

"Then visit Aunt May after you get some sleep." Eddie told her no room for argument in his tone.

After a moment, Penny gave a nod looking down while Eddie grabbed his jacket before the guy sighed and gave her a small one-armed hug with a grin.

"If you need anything just call, alright?" Eddie asked with Penny giving a nod, watching as he left.

The second he was out of sight, Penny sat down and placed a hand on her forehead.

Penny didn't really want to sleep because the last time she did she had nightmares, but she knew that she would have to if she wanted to go on Patrol that night too.

Speaking of which, Penny turned on the TV to watch the News right in time for the breaking news sign to come up.

" ** _There have been multiple reports of the entertainer known as Spider-Man being seen stopping multiple crimes,_ ** " A reporter with dark hair named Whitney Chang began with Penny watching showing some interest considering it was about her. " ** _While some are probably calling this a publicity stunt to further his career, others are questioning what brought on this change?_ ** "

"Publicity stunt?" Penny muttered in annoyance even though she could see why they thought that.

She continued to watch the News as it showed interviews with some people-some of them were the 'would-be' victims she ended up saving saying they were grateful that 'Spider-Man' helped them.

Others… They were less than flattering.

Penny just shook her head when it finally ended the breaking news for her and went onto another 'top' story that made her pay attention with wide eyes.

There's been a stabbing in Rykers Island, a prison off the coast of New York City's Harbor.

The victim was Dennis Carradine the killer of Uncle Ben.

As the story went on, Penny just felt numb looking at the picture of the guy.

A part of her felt relieved that he was dead and that scared her but another part of her found it suspicious.

The guy just ends up getting shanked not even two days after he was arrested? From the thrashing she gave him as Spider-Man, he should've been confined to a medical bed.

After a second Penny sighed.

Maybe the lack of sleep was making her overthink this? The guy probably had a lot of enemies and one of them acted on it.

As the weather began, Penny turned the News off and sighed, heading to go to sleep.

* * *

Norman Osborn found himself intrigued as he watched the News, rewinding it a bit to show the being called 'Spider-Man'.

The moment he loses the Oz-Enhanced Spider, this being emerged? It was way too much of a coincidence.

Especially considering the fact that the color scheme was the same as the Enhanced Spider. He will be checking it if he ever gets a blood sample, but he was positive that this was the fruits of their labor. There was too much evidence for him not to be.

"We did it." Norman said with a laugh while Octavius watched, using one of his metal arms to sip a cup of coffee. "You see Otto? That man right there is the result of our work."

"It is intriguing, but we can't exactly claim that without Fury knowing that you lied about the spider that is if he doesn't know already," Octavius pointed out, a frown on his face despite the intrigue one could see in past his eyes as his goggles were covering his bangs before a smirk covered his face. "If that's the result of the spider what pray tell will the result of the Scorpion be?"

"Sadly we won't be able to do that with Fury breathing down our necks." Norman said cupping his chin before an idea overcame him. "Unless-I might have a solution to our problem."

Octavius looked at Norman with interest. "Oh?"

"Yes a way to get Fury off our backs and to continue our research," Norman said before looking at the screen now showing a picture of Spider-Man taking on the Crusher. "And if we play our cards right, get our investment back."

* * *

Across New York, another man was watching the News at the same time, his fingers clasped together while he sat in a seat with a dark look.

If one saw the man they would be amazed by his sheer size alone, dressed in a white suit with a purple shirt underneath it, a cane near the desk he was at with a red jewel on the top.

"How much?" Wilson Grant Fisk asked his voice promising pain if he didn't get an answer.

"Thankfully not that much, this guy only messed with three operations the other night, a few drug deals between the Gangs, chances are he doesn't even know you exist Mr. Fisk," His ally who wore a green suit, smoking a cigar said with a mask that covered the upper part of his face. "The Maggia are already talking about putting a hit on him but have yet to act."

Fisk gave a nod, hearing changing the News to the video recording of this 'Spider-Man' messing with one of his operations. "He could be a problem." He muttered in disdain.

He already had one 'vigilante' to deal with in Hell's Kitchen, he didn't need a bug-themed one messing with his operations, especially one with the agility this one showed.

"Call your Enforcers," Fisk ordered with the ally giving a nod. "And tell the Owl to keep an ear on the streets for more information on this Spider-Man."

* * *

Penny opened her eyes as her 'Spider-Sense' was buzzing before she sat up, wondering what could've caused that as she was in her bedroom, the covers fell off of her to show she was wearing a sleeveless shirt, one of the straps going down her arm before she fixed it to hear a knock.

"Penny, you in there?" Harry's voice came through before Penny saw her Spider-Man suit on the floor and suddenly realized just why her spider-sense went off and quickly made a grab for it, tripping on the blanket to go sprawling on the floor, but she managed to land on it right as Harry opened the door in worry at hearing the noise. "Are you alri-."

Whatever Harry was going to ask died before he turned red in the face, turning away from her in the process.

That was when Penny remembered that she only had on a shirt and a pair of underwear making her flush a bit. "Uh hey, c-can you give me a moment?"

"R-Right." Harry quickly closed the door, giving Penny time to get off of the costume, kicking it under her bed to hide it from view.

"I really should hide that better." Penny muttered embarrassed by what just happened.

A minute or two later she came out in a pair of pants and a blue sweater and walked downstairs to see Harry and Gwen, the latter looking very amused, guessing that something happened from Harry's face.

"What's up?" Penny asked with a smile, trying to forget what happened to avoid any awkwardness.

"We brought you the classwork you missed." Gwen said gesturing to it on the table.

"Classwork, just what I need," Penny quipped, sitting in the chair a genuine smile going across her face. "Thanks guys."

And she meant that, just something normal to get her through the day.

"And we brought a movie." Harry said pulling a Box Set out from his backpack. "The Lord of the Rings Trilogy."

Penny blinked at that. "You guys don't have to-." She began knowing what they were doing but Gwen shook her head.

"Nope, don't even think about finishing that," Gwen said giving Penny the look, a smile going across her face. "So what do you want to do first? Movie or Classwork?"

Penny looked between them, knowing that they were trying to distract her from what happened with Ben and smiled as it was working before she checked the time.

They could watch one movie before she visited her Aunt.

"For the Shire." Penny quipped her friends smiling.

As they began to watch the movie though, Penny kept quiet about seeing the concerned looks they shot her every few moments. Instead, taking solace in how she had her friends to keep her mind off of things.

* * *

"So you have no idea who Spider-Man is?" Ulrich asked Ed as he was writing on a notepad with the man shaking his head. "Or why he changed careers so suddenly?"

"Not a clue, I was just as surprised as everyone else when he began what he's doing right now, it's a shame really, he had a lot of talent," Ed commented with a sigh before Ulrich saw a worried expression on the guys face. "The kid would've gone places."

"Kid?" Ulrich asked in surprise while Ed shrugged.

"He sounded like one, but I can't really confirm that," He said to the reporter. "I might not have known him for long, but I'm good with first impressions, he's a good kid."

* * *

"Penny, I'm telling you that I'm fine," May said sitting up in the Hospital Bed while her niece was visiting. "Just tired."

"Aunt May you were shot," Penny said a look of concern on her face, knowing she was lucky not to lose her Aunt like she did with her Uncle. "I think my concern is warranted here."

"You sound like Ben." May said quietly with Penny freezing up a bit, knowing that what she was feeling May was feeling ten times worse.

Reaching over, Penny grasped her Aunt's hand gently with a sad smile. "I'm sorry I wasn't there." She said sadly knowing that if she just stayed home that night or wasn't selfish then Ben would still be here.

"Penelope Mayday Parker don't you dare blame yourself for this," May said sharply surprising Penny. "You were at the Library studying and thank God you were because I don't think I could've handled losing you along with Ben."

"But I-." Penny tried only for May to shake her head.

"You're a fourteen year old girl, not the police you had no way of knowing that man would be there or what would've happened and even if you did what would you have done?" May asked not letting Penny do this to herself.

Penny just looked away, knowing that May didn't know about her abilities and from how she was acting she didn't want to mention them or her new nightly activities as May didn't need the stress.

May however saw her looking away as something else and gently placed a hand on Penny's cheek to have her niece look at her. "Ben wouldn't want you to blame yourself Penny, it hurts that he's not here and that pain won't go away for a long time but we'll move on," She said trying to be strong for Penny before changing the conversation, seeing that she needed time to process that. "Now how is your studies going?"

"They're going good." Penny said her voice quivering a bit, smiling at the change.

* * *

Penny wished she could've stayed but ended up having to leave and was now in the elevator before seeing someone walking towards the elevator in a business suit with sunglasses and a cane with red hair.

With a shrug, she kept the elevator door open knowing that if anything happened she could take care of it easily and her Spider-Sense wasn't picking up anything strange about the guy.

Besides he was obviously blind so she wasn't too worried.

"Thanks." The man said with a kind smile.

"No problem." Penny said with a shrug, pressing the first floor with the elevator closing and she just waited as it went down before a phone buzzed.

The man sighed and answered it. "Murdock here." He said quietly, frowning a bit. "Foggy calm down what happened? … Okay I'll be there soon, tell Karen to wait there alright? Yeah I know, be careful."

Penny wouldn't lie if she said that she didn't find that interesting before speaking up. "Did something happen?"

The man shook his head, not wanting to talk to a kid about this… Sensitive incident. "Just something connected to a court case I'm working on." He said thinking that would satisfy her curiosity before he tilted his head.

Now that he focused, there was something off about this kid's heartbeat, not in a bad way but it just seemed… Healthier than a normal one.

Not just that but her breathing and stance had his senses working overtime.

"But where are my manners, Matthew Murdock." Matt held out his hand.

After hesitating for a split second, Penny returned the gesture. "Penny Parker." She said with a friendly smile before her spider-sense chose that moment to buzz lightly.

That put her on edge as there wasn't anything in here but this Murdock guy who wasn't even doing anything… So was her spider-sense giving a false alarm or was it doing something she didn't know yet?

At the same time, Matt heard her heartbeat increase along with her breathing giving a slight change showing confusion and… Fear?

That along with the handshake that tensed a bit was enough for Matt to confirm that she was much stronger than a teenage girl should be.

' _ She's either a Meta or a Mutant. _ ' Matt thought gruffly, thinking that last one would explain the nervousness due to the Mutant Stigma that seemed to be around despite the world still being in the dark about them.

The elevator finally stopped as both of them walked out. "Well it was nice to meet you Mr. Murdock but I need to head home." Penny said with Matt giving a nod as he had to hurry back to his Law Firm.

"Be careful on your way to Queens Miss Parker." Matt warned her knowing how dangerous the streets could be, although he had a peculiar feeling that she might be able to take care of herself.

He would have to keep an ear out for her while in the field just in case.

Penny gave a nod before remembering that this guy was blind. "You too-wait how did you know I'm from Queens?!"

Matt just gave a small smirk. "Your accent." He said with Penny staring incredulously before deciding to just get out of there.

As she left, Matt fingered his sunglasses and began to walk in the opposite direction.

* * *

"You're late." The ally of Fisk said as he looked at his watch, being approached by three people.

From left to right they were Montanna, a man wearing a white suit with a cowboy hat and a whip attached to his waist, Ox a huge muscle-bound man with red hair wearing a yellow shirt and a brown vest and Fancy Dan a man in a purple suit wearing a yellow fedora with two pistols strapped to his side.

"Nice to see you too Big Man." Montana commented to their leader with a smirk. "What's the occasion?"

"Yeah I was enjoying our vacation." Fancy Dan said flicking something off of his suit.

"The Kingpin wants us to take care of a pest that decided to interfere in his business." The Big Man stated with Ox now listening intently.

"The Devil?" He asked in a cold tone no doubt remembering a past encounter with the Devil of Hell's Kitchen and was slightly disappointed when the Big Man shook his head.

"No, a bug." The Big Man took out a folder and handed it to Montana who opened it, quirking a brow when he saw the pictures.

"Is this a joke?" Montana asked seeing this.

These vigilantes were getting weirder everyday.

Besides that Daredevil there was that psychotic guy who worshipped the moon in LA that they ran into last year and that bulletproof ex-con in Harlem who calls himself a Hero-For-Hire.

"The Kingpin doesn't joke around with stuff like this, he wants this bug squashed." The Big Man stated looking at them. "And you three are going to do it."

After a second Montana gave a nod and passed the folder to Fancy Dan. "How much time do we have?" He asked with the Big Man thinking on it.

"A minimum of two weeks, that should be enough time to put together a pattern for this Spider-Man." The Big Man said knowing that while this meant that Fisk might lose more business it was necessary as they had to gather intel on how this new vigilante worked.

* * *

That evening, Penny was in her bedroom, dressed in her Spider-Man gear with the chemistry set holding more containers filled with web fluid that she was putting in cartridges to use for later, she had a white-makeshift belt that she made with pouches on them to hold the extra webbing.

It wouldn't do to run out mid-swing or when she's in the middle of the city after all.

Besides, this kept her busy pretty well when she was by herself.

Plus what hero doesn't have a utility belt?

Penny had to stop herself from snorting a bit.

She was pretty much a dollar store hero thinking back on it with a spandex suit, a tacky belt and bracelets that shoot webs.

' _ I'll have to see about upgrading my equipment eventually. _ ' Penny thought to herself looking over her stuff.

Right now her best piece of equipment were the web shooters and that was both her main weapon and her mode of transportation as she found that it works pretty well for swinging through New York's skyscrapers.

But she didn't have much money and her show business was kaput because of her becoming a vigilante.

So where could she get the parts to upgrade her equipment-?

An epiphany struck Penny who perked up.

"The Junkyard." She muttered, knowing she could find parts there-sure they would have to be cleaned and she needs to look to make sure they would still work but it was the best chance she had at getting supplies to work on her gear.

Or at least until she finds a stable way to get money.

But for now she would make do with what she had and latched the Utility Belt around her waist, making sure it was secure before grabbing her mask and web shooters, turning the light off and locking the door.

Moments later she was swinging through New York City after hitching a ride on a bus across the bridge.

Doing a flip, Spider-Man landed on the side of the building and overlooked the city with a sigh.

It was actually pretty quiet tonight.

And that meant that Spider-Man had time to think.

Just what was she hoping to accomplish with these night activities?

Yes she promised to never turn her back on anyone ever again after last time but she wasn't sure on the 'how' to be a hero.

There's not really a handbook to this type of thing and she's pretty sure Justice League comic books wouldn't really help her out at all.

And there was no hero school out there to learn this type of stuff, so she had to figure it out for herself.

Right now it's just being on patrol to take on street criminals who are trying to take advantage of other people.

But is that enough?

"Help! Somebody plea-" Spider-Man's head shot up hearing a cry for help and quickly swung towards it, hearing it get cut off.

Landing on a Fire Escape, he could see a group grabbing a group of women that looked like they were out clubbing. "Be quiet!" One of the men said before barking orders at his men in a different language with two of the women being pushed into a vehicle that drove off before he could make any moves.

While she might now know what they were saying, Spider-Man recognized how Russian sounded and realized what was going on.

The Bratva.

While she might know a lot about organized crime in New York she heard enough on the News to know bits and pieces.

And the Bratva were the only Russian Mafia Organization in New York unless another one set up shop. Along with the fact that the New York faction was notorious for Human Trafficking.

Eyes hardening behind her mask, Spider-Man jumped off the fire escape and webbed a few people back to save the remaining women there.

One of the men went to shoot Spider-Man but she webbed the gun up and drove a fist into his face, a loud crack filling the area as the man was sent to the floor hard with blood flowing down his now broken nose.

"Get out of here and call the Police." Spider-Man told the remaining woman while the members she pulled back with the webs quickly got up to surround her.

Spider-Man tense while glaring at the men before smirking. "All of you against little old me?" She asked with a hint of a smirk. "Don't worry my adoring fans all of you will get a chance."

She jumped to dodge gunfire, webbing the guns up to render them useless while hearing them curse in Russian.

"Ah yes po'shyol 'na hui, mudak you as well, whatever that means." Spider-Man quipped the Bratva members now pulling out knives and rushing her.

Trusting her Spider-Sense, Spider-Man weaved around the strikes throwing out punches and kicks of her own and before long each of the men were down for the count, except for one who she grabbed and jumped to the top of the fire escape.

' _ Okay I saw this in a Batman comic, here's hoping it'll work. _ ' Spider-Man thought holding the guy out to where it looked like she would drop the guy if he tried anything, making him pale.

"Here's how this'll work." Spider-Man said trying to do her best dark voice. "You tell me where that truck is going or you go splat, got me?"

"The hell is wrong with your voice?" The man asked in disbelief as it sounded more annoying than dark.

Spider-Man gave a sigh. "Just give me the location of the truck."

"Or what?" The man asked with a glare.

Spider-Man just loosened her grip making the man drop a few inches. "You really want to play this game?"

Okay sure Spider-Man knew that she wouldn't do this, but hey this guy didn't know that.

"I'm no traitor to the Bratva!" The man told her as Spider-Man was wondering how to get him to talk before getting an idea.

' _ I won't have long to do this, but first I'll need to blind him. _ ' Spider-Man quickly covered his eyes with webbing.

* * *

The Bratva member shook his head when he got his sight back only to find himself suspended in a large spiderweb where Spider-Man was crawling on it in a very spider-like fashion creeping him out as they were underneath a bridge.

"Ready to talk?" Spider-Man asked casually sitting up before jabbing over her shoulder. "Or does my friend get a free meal?"

Looking confused, the Bratva looked only to see a giant spider shadow looking down on him making him pale. "The fuck is that?!" He shouted in fear, nearly making Spider-Man chuckle.

It was in fact just a spider made of webbing that Spider-Man quickly put together to add some fear, using some wood she found to help model the shape.

This wouldn't work in the daytime but this was perfect for getting this guy to cooperate at the moment.

"That is a Giant Spider that will devour your flesh if you don't tell me what you want-or shove an egg sack down your throat to have baby spiders eat you from the inside out," Spider-Man said casually-all empty threats but the guy was looking even more fearful. "So should I leave you alone with my friend or-?"

"I'll talk!" The Man cracked under pressure. "Just keep that thing away from me!"

"Got it, now tell me where that truck was going." Spider-Man crawled to the guy, wanting answers.

"It's heading for the Docks in Hell's Kitchen!" The man explained with Spider-Man giving a nod. "Along with other shipments."

"Other shipments? For who?" Spider-Man questioned in surprise, the man hesitating not meaning to let that slip. "Hey pal you mind coming over here to-."

"Wait-wait no the other shipments are drugs and weapons!" The man said fearfully. "The Maggia are the buyers, we just get the product!"

"Thank you for the information." Spider-Man said with the guy looking relieved.

"So you'll let me go?"

Spider-Man just chuckled and webbed his face to blind him.

The next time he could see, the Police found him hanging by a light pole.

* * *

Now entering Hell's Kitchen, Spider-Man couldn't help but be wary as she moved along towards the shipping docks.

She knew there was another Vigilante in this part of New York and didn't want to run into the other guy so she had to be quick with this.

Eventually she made it to the docks where she saw the same truck, only it was empty and landed on a container being held by a crane to overlook the area without being seen.

There… Were a lot of people here, way too many for her to just go in webs blazing.

The most she ever took on at once were six people, there were over twenty down there, all with rifles.

' _ I could call the Police and let them handle this. _ ' Spider-Man thought trying to think of a way to get this done before her Spider-Sense went haywire right when something landed behind her.

"I'm only going to ask this once kid, who the hell are you?" A dark, gruff voice asked with Spider-Man slowly turning her head to see the protector of Hell's Kitchen himself dressed in red light body armor with two D's on his chest, glaring down at her, holding two Billy Club, ready to fight, his face covered by a red mask that had two small horns poking out.

' _ Oh boy. _ ' Spider-Man thought her heart now hammering against her chest, really hoping this wouldn't turn into a big misunderstanding.

** _To Be Continued…_ **

**Notes for the Chapter:**

> Yeah, I'm ending it right there because this seems to be the perfect spot for now.
> 
> Penny is slowly getting into the role of being Spider-Man-not fully there because she is kind of lost at the moment as it hasn't even been a week since Ben died but she's trying to move on-or in this case try and ignore the issue which will come back to bite her later and she doesn't know the first thing about being a hero at the moment. In the process though she as Spider-Man caught the attention of plenty of people including Fisk and Osborn which means more trouble will soon follow.
> 
> And no the Big Man isn't Tombstone as I'm going with the comic version of him.
> 
> Along with the mentions of other street level heroes like Moon Knight and Luke Cage, I hope everyone enjoyed this chapter. Finally the 'Bratva' is a bit of a reference to the Arrow show, hope you enjoyed it.


	7. Learning on the Job Part 2

Spider-Man kept quiet as Daredevil looked at her, trying to think of what to say.

Truthfully she didn't think she would run into this guy as she has never even seen a glimpse of him before in her life before the spider bit her and now he was suddenly there?

… And on the verge of threatening her if her spider-sense was working right.

"I would think it's obvious Double D," Spider-Man said in a joking tone to hide the fear she was feeling, looking from Daredevil to the Bratva below who were still unaware of the two masked vigilantes, but that would change if the two began fighting. "I'm Spider-Man, shouldn't the costume be a give away?"

The man gave a slight smirk. "Spider- _ Man _ ?" He asked, emphasizing the man part as if he knew something and that startled Spider-Man before he continued. "Alright what are you doing here? This is my Kitchen."

Spider-Man crouched, just in case she would have to dodge and saw Daredevil tense on  _ seeing _ that, looking ready to fight if she did anything. "Oh you know just to see the scenery, introduce myself to the locals that sort of thing."

"And the Bratva are on the list of locals?" There was a tone of disbelief in Daredevil's tone when he asked that.

"For the most part, they took someone off the street and I managed to track the truck here." Spider-Man said hoping that would suffice and it did as her spider-sense stopped.

"Go home kid." Daredevil told her, making Spider-Man glare.

"I'm not a kid-."

"I can tell you're fourteen years old, you're from Queens and you're not a Man." Daredevil interjected, shutting Spider-Man up in shock. "So go home before you get yourself killed young lady."

' _ How the hell does he know all of that? _ ' Spider-Man thought with wide eyes looking at Daredevil.

Sure she could accept him knowing her age as that was the hard part to hide but she's been so careful with her gender and she couldn't think of how this guy would know she's from Queens-.

Spider-Man's mind just flashed to the Hospital where she met that Blind Lawyer who knew where she lived because of her accent.

' _ No way. _ ' Spider-Man smirked and decided to play a little game.

"Under one condition, what color is my suit?"

"What?" Daredevil asked with a confused frown, not getting what brought that on.

"I'll go if you can tell me the color of my suit." Spider-Man said, seeing if she was right before she said anything.

Daredevil said nothing. "I said go home."

Taking that as confirmation, Spider-Man spoke. "Sorry Murdock, but no." She said and this time she saw Daredevil tense in surprise. "Wait I was right?"

Before he could answer, Daredevil tilted his head, his sonar sense picking something up. "Ssh." He said crouching to look down.

Deciding not to question it, Spider-Man looked down as well with the Bratva opening a shipping container that made her blood run cold.

Inside of it were about two dozen women packed like sardines, some of them wearing short skirts or low-cut dresses showing that they were most likely grabbed at a club.

"This was why I told you to go home," Daredevil said his senses picking up disgust and fear that Spider-Man was feeling at seeing human trafficking for the first time. "This is something a kid shouldn't see."

"I'm sure as hell not going home now." Spider-Man snapped looking at him.

Daredevil looked at her as if judging his options.

Nothing he could do short of knocking her out would ensure that she stays out of this and he'd rather not do that because she could put up a fight that would draw attention to them.

The best thing about this is that these people-and he uses that term very loosely-had no idea they were there so they had the advantage for now. He can’t afford for them to lose the element of surprise.

"Nothing I say or do will make you leave?" Daredevil asked, knowing the answer.

Spider-Man gave a nod. "You have that right."

"Fine then follow my lead." Daredevil said, hoping to dear God he wouldn't regret this.

Spider-Man barely had time to be surprised when Daredevil jumped off the container they were on and began to make his way towards the warehouse.

So she followed him, taking care to make sure she wasn't seen, her Spider-Sense helping in that regard. "You have a plan?" Spider-Man asked curiously with Daredevil giving a nod.

"We're going to take them down one-by-one, think you can web their bodies to the ceiling when we do?" Daredevil asked, knowing that would make this a lot easier if they didn't have to hide the unconscious bodies.

"I can but the webbing dissolves after an hour." Spider-Man said, showing that they would have to be quick and call the police unless they wanted to leave the men with the chance of dying by falling.

"We can work with that." Daredevil said landing behind a guy and pulling him into a choke hold, knocking him unconscious before passing the body to Spider-Man. "Get started."

A second later the man was hanging on the ceiling with a web gag over his mouth in case he woke up.

They kept at it for a few silent minutes and before long ten people were hanging by the ceiling clearing half of them out.

As they worked, Daredevil had to say this was going a bit more smoothly than he anticipated due to the help, the kid was a quick learner and has a lot of potential in this field, but he was still going to try and talk her out of this lifestyle she seemed to be placing herself in once he had a chance.

It wasn’t for the faint of heart and this is something kids shouldn’t get into.

Daredevil stilled, placing his hand up to signal for Spider-Man to stop, his senses warning him of something, not knowing that Spider-Man stilled for the same reason, her Spider-Sense buzzing.

"Move!" Daredevil shouted, all thoughts of stealth gone as something was shot through the window making Spider-Man's sixth sense buzz a lot louder.

Taking his advice, Spider-Man jumped, webbing herself back, making sure to pull Daredevil back with her webs right as the grenade went off.

** _-Kabbooom-_ **

There were shouts of surprise because of the explosion and Spider-Man coughed, her head ringing as despite getting out of the fiery blast zone, it didn't exactly stop the noise from messing her hearing up before seeing Daredevil looked a bit worse from the excess noise.

Glancing up, Spider-Man saw the men they had unconscious were most likely dead if the fire was any indication much to her horror and moved to check on Daredevil only for an armored figure to fly into view, zeroing in on her as she was the only one currently standing.

This person had silver armor with hints of red on the arms and legs, green beetle-like wings sticking from the back and an armored helmet that was silver with yellow lenses.

Spider-Man tensed, not sure what she was looking at before she saw Daredevil managed to get himself up. "You alright?"

"I'm fine." Daredevil said gruffly, not letting on that the explosion really messed with his enhanced senses before taking in the armored criminal. "Of course it's never easy."

They heard the sound of footsteps before Spider-Man sensed an attack and quickly did a cartwheel as energy shot from the armored criminal's wrists scorching the ground. "Who is this kook?!"

"That's the Beetle, he's a mercenary for Silvermane, guess he wanted to ensure the Bratva were doing their jobs." Daredevil summarized taking cover before throwing his Billy Club right as one of the roaming Bratva guys came around the corner, the club breaking his nose before Spider-Man webbed him to the wall dodging another energy blast in the process that nearly hit her head.

That one was way too close.

So she shot a line of webbing at the Gauntlet, thinking she could use her strength to pull the Beetle down and web him to it but then the guy surprised her by taking off a streak coming from his wings.

And since she was still holding the webline that was attached to his gauntlet, she ended up getting taken for quite the ride. "Whoa! Heel!" Spider-Man shouted in surprise while Daredevil cursed.

Great, now he had to save the kid-.

He stopped as the remaining Bratva members surrounded him with automatic weapons.

Gripping his remaining Billy Club, Daredevil knew that he needed to save himself first and sighed. ' _ Kid I hope you know what you're doing. _ ' He thought tensing, his senses picking up that they were about to open fire before he threw the Billy Club at the light above them, breaking it and sending them into darkness.

That made the men fire blindly while Daredevil quickly hid and began to plan on how to take them out, grabbing his two Billy Clubs in the process.

* * *

The Beetle glanced back to see Spider-Man still holding onto the web going for the ride before she planted her feet to a shipping container, her adhesive ability making the Beetle come to a stop.

Quickly thinking the Beetle set the webbing on fire to force Spider-Man to let go before launching a wrist mounted missile at the web head who cursed and jumped as the container exploded.

"Wow quite the fireworks Beetle, what's the occasion?" Spider-Man joked landing in her crouch that was slowly becoming familiar to her, shooting two more web lines but the Beetle quickly flew out of the way and began to fire more energy blasts, forcing Spider-Man to quickly move to avoid being hit.

' _ Okay this is freaking insane! _ ' Spider-Man thought to herself scared out of her mind.

She just came to help those women who were kidnapped by the Bratva, how the hell did that turn into fighting a mercenary with a suit of armor that resembles Iron Man's in a way?

"Wow and here I thought Stormtroopers had bad aim." Spider-Man commented snidely and from how the Beetle fired more she guessed that might've pissed him off.

' _ Look at me being a smart-ass when I'm about ready to piss myself. _ '

Sirens could be heard showing that this was getting the Police's attention alright, at least that meant the Bratva members would be arrested and the women freed, but right now Spider-Man had to worry about the flying dung beetle here.

"So do you even speak or are you one of those strong silent types?" Spider-Man quickly sling-shot herself into the air to dodge another rocket as it slammed into the ground where she was, creating another explosion. "I mean I'm getting that kind of vibe from you Beetle-wait why call yourself Beetle anyways? Are you a John Lennon fan by chance?"

"Do you ever shut up?" The Beetle finally asked, annoyance in his tone despite it being distorted.

"My God he speaks, now we need to find out if he's house-trained." Spider-Man said in mock excitement, further pissing the guy off who was now using regular bullets that she had to keep her distance to dodge.

It was when he shot another rocket did Spider-Man get a crazy idea and she shot a web line at the rocket, planting her feet on the top of a shipping container and spun around to send it flying back at the surprised Beetle who couldn't dodge it in time.

** _-KABOOOOM-_ **

"Really hope he survived that," Spider-Man muttered watching the Beetle go flying right through a metal shipping container before the guy blasted out scorch marks on his armor looking more pissed off than hurt. "... I wouldn't mind him being unconscious though."

* * *

Daredevil blocked another punch before shattering the bone in the arm to send the guy down, using his senses to fight as he could easily sense how they were moving and what they would do from how they tense their muscles.

He was nearly done here and from the explosions happening outside, he knew that Spider-Man was still alive.

The sirens however had him more worried as he was wanted by the police for his brutal methods and 'obstruction' of Justice and knew that Spider-Man would most likely be told to put her hands up if they survived this.

Not looking as a guy tried to sneak behind him, Daredevil slammed the Billy Club across his face, sending him out cold with a broken nose.

* * *

Spider-Man jumped from Container to Container to dodge the gunfire, seeing that some of them belonged to Fisk Industries. ' _ Really hope this guy doesn't mind losing some of his product. _ ' She couldn't help but think deciding to try and be stealthy by jumping over it to the other side.

By the time the Beetle flew to where she jumped, Spider-Man was gone and he switched to thermal to try and find her-.

Beetle spun around as Spider-Man ended up tackling him, the mercenary activating his jet pack to try and shake Spider-Man off as they spun around.

"If I puke I'm aiming for you!" Spider-Man shouted as she was getting dizzy from this motion, the Beetle punched Spider-Man to try and get her to let go.

Using the adhesive in her hand, Spider-Man held on with one hand and blocked a second punch, headbutting the armored mercenary with enough force to crack the helmet, groaning in the process.

"Nobody wins with a headbutt." She muttered before getting an idea.

It took some time as the guy kept spinning, but Spider-Man was able to get a shot at his jet pack, sabotaging it with a gunk of webbing.

Now that they weren't spinning, they were hurtling towards the ground too quickly for Spider-Man to shoot another strand of webbing, so she used the armored mercenary as a cushion with the ground cracking from their crash-landing.

"Okay I'm going to feel that one in the morning." Spider-Man muttered pushing herself up with her head ringing-she realized too late that was her spider-sense rather than surviving the crash landing right as an energy blast hit her right in the stomach, burning her.

The Beetle took a moment to look surprised that Spider-Man was still alive as she pushed herself up despite the burn on her stomach.

"Dude uncool, do you know how hard it is to repair this?" Spider-Man asked trying to ignore the pain she was feeling from the burn-it wasn't exactly easy, but maybe it was because her whole body was aching that she was able to ignore it.

… She should probably get a doctor to look at that.

Beetle went to aim for her head this time but Spider-Man shot webbing at the energy gun on his arm, making it explode and Spider-Man took that opportunity to throw a punch with enough force to shatter the helmet, showing a young man with brown hair that rolled across the ground unconscious.

"I-I won?" Spider-Man asked in slight disbelief, giving a bit of a chuckle.

The adrenaline was leaving her body and she was now really feeling the pain from the burn before feeling a hand on her shoulder, surprising her as her Spider-Sense didn't go off.

Tensing, Spider-Man was about to throw a punch before Daredevil spoke up. "Follow me, I know someone who can treat that." He said not even waiting to see if she would agree and took off, using parkour to climb the warehouse, jumping from it to another rooftop.

Blinking in surprise, Spider-Man webbed the Beetle down to ensure he wouldn't escape and quickly followed after him.

It wasn't long after the two vigilantes left that the Police were able to reach that location after finding the unconscious men along with the dead ones from the explosion to find the Beetle webbed to the ground.

"Spider-Man." Captain Stacy muttered as it didn't exactly take a genius to figure it out with the webbing in there before looking at the Officer with him. "Thompson, think you can get this guy back to the precinct?"

"Got it cap," Harris Thompson said, fixing the cap on his graying hair. "Although it might take a bit to get him out of this stuff."

"Captain, you might want to see this." Detective Terri Lee was walking towards him, a look of disgust on her face.

Stacy soon shared her disgust when he found out just what was going on here. "Get these men to lock-up." He said looking at the men who survived the explosions.

* * *

Spider-Man recognized the area they were in as Chinatown, near Orchard Street when Daredevil knocked on a door that had the sign 'Do Not Enter'.

Eventually a dark-haired woman with brown eyes opened the door, wearing a white doctor coat that was buttoned up with a purple cape-like cloak tied to her back, her hair pulled into a ponytail, frowning a bit as she saw Daredevil.

"What did you do this time Matt?" She asked only to hear a chuckle.

"So I was right." Spider-Man commented, earning a slight glare from Daredevil while the woman looked surprised to see Spider-Man before seeing the burn on her stomach.

"Go to the room on the right."

Spider-Man gave a nod a bit hesitant about this, something that Daredevil could sense.

"You can trust her kid, she's the go-to doctor for people like us." Daredevil said with Spider-Man giving a nod.

"So what do I call you?" Spider-Man asked, entering the room she led her to as the woman was getting some ointment for the large burn.

"For now the Night Nurse." The Nurse introduced herself earning a snicker. "Something funny?"

"No it's just… That sounds like something you hear on the TV," Spider-Man said imagining it. "I'd actually pay to see that."

"Quite the smart-mouth aren't you?" The Night Nurse asked with a smirk, finding that a bit refreshing because she only dealt with some of the people who were closed off unless they knew her for years. "This will sting."

Spider-Man gritted her teeth when the ointment made contact with the burn. "So is he really-?"

"You know who he is?" Night Nurse interrupted with Spider-Man giving a nod.

"Yeah, you saying his first name kind of confirmed that." Spider-Man said with the Night Nurse giving a nod.

"I'll have to apologize for that later, and I'm not going to answer anything pertaining to him, Doctor-Patient confidentiality," Night Nurse said before smirking. "Besides he can hear us."

"Oh." Now Spider-Man felt a bit awkward before the ointment was done.

"Alright, I'm going to give you some of this ointment, be sure to place it on every eight hours, no exceptions." The Night Nurse said grabbing a small tube that Spider-Man could take with her. "And I'll be expecting you to drop by to make sure that burn is healing alright?"

"Uh sure." Spider-Man agreed, still surprised by the fact that there was a super-secret doctor for Superheroes, placing the small tube in her Utility Belt.

"Just so you know this time the treatment is free but I need to make money to get the materials to do this so if you come to me injured you'll need to pay." Night Nurse warned Spider-Man who gave her a surprised look. "What, you think I can get this stuff cheap?"

"No, just knew there was some sort of catch." Spider-Man quipped with a chuckle. "Thanks NN."

As she walked out, Spider-Man caught the time and blanched a bit realizing it was three thirty-eight which meant she had to get home to get some sleep for the next day before seeing Daredevil waiting.

"We need to talk."

* * *

Moments later the two were on the rooftop of the Secret Hero Clinic, Daredevil held a plastic cup of coffee while Spider-Man had a bottle of water.

"So what did you want to talk about Double D?" Spider-Man asked, earning a dry look from Daredevil.

"You're not going to stop calling me that, are you?" He asked with Spider-Man giving a chuckle.

"Nope."

"Figures, I just need to talk with you… Miss Parker." Daredevil smirked when he sensed Spider-Man tense a bit.

"Right, forgot you knew that." Spider-Man muttered under her breath, looking at him. "How did you-?"

"When you're blind your other senses are heightened and I can tell the difference between a girl and a boy." Daredevil said not too bothered about her knowing as she did put it together who he was.

"Oh so you're really-?"

"Yes." Daredevil cut her question off, knowing what she was going to ask.

Spider-Man felt a bit awkward now. ' _ That's actually kind of cool. _ ' She thought, considering this guy was a blind ninja.

"We're getting off track, first things first you did good." Daredevil said looking at Spider-Man who blinked in surprise.

"Uh thanks?"

"But you were reckless and stubborn," Daredevil said, knowing he was being a bit hypocritical considering he was the same way but he wanted to make a point here. "You're a kid and you should be at home with friends or going to school, not messing with the Bratva or fighting an armored mercenary."

"Hey I can take care of myself." Spider-Man snapped a little annoyed that he was looking down on her because of her age.

"That's not the point," Daredevil said, frowning. "This isn't a life you want to be a part of, there are consequences that can and will happen."

"You mean that I might die?" Spider-Man asked quietly with Daredevil frowning at how she said it. "Yeah I know that, but I'm not going to stop, I'm not going to turn my back on something happening again."

"... Again?" Daredevil asked, sensing Spider-Man tense, not meaning to do let that part slip.

Daredevil looked away from Spider-Man thinking of that piece of info, did that have to do with why she was at the Hospital earlier that day? It makes a bit of sense.

"So nothing I say or do will convince you to stop this?" Daredevil asked remembering he said that back at the docks.

Spider-Man smirked. "You have that right." She said repeating what she said before Daredevil sighed and stood up.

"Fine, I won't stop you but I'm going to get into contact with a friend of mine to train you," Daredevil said, surprising Spider-Man. "Trust me you'll thank me later."

"Um alright?" Spider-Man wasn't sure what to say to that when Daredevil finished his coffee and threw it in the dumpster below them before he jumped off the building, using his Billy Club that he pulled out like a wire to swing around a building. "Hey that's my gimmick!"

She swore she heard Daredevil chuckle but Spider-Man wasn't too sure as she swung off towards home.

If she wasn’t feeling tired she would’ve realized that technically she just had an actual superhero team-up.

* * *

Daredevil came in through his apartment window and took his mask off to show the face of Matt Murdock, his eyes scarred from an accident when he was young as he grabbed a phone to make a call.

" ** _Matt, is there a problem?_ ** " A man in a thick-Chinese accent answered.

"No problem as of yet Shang-Chi," Matt said sitting down. "I met a teenager who began to go into our lifestyle."

" ** _... Who is it?_ ** "

"Call's himself Spider-Man." Matt said not revealing her true gender as he felt that would be her choice. "Kid has a lot of talent, managed to take on the Beetle and win earlier today and he may have pissed off the Bratva."

" ** _Did you talk him out of it?_ ** " Shang-Chi asked with Matt sighing.

"That's why I'm calling you, I think he can do well with you training him." Matt said surprising Shang-Chi on the phone.

" ** _While I'm confident in my teaching skills, I'm certain you wouldn't have any problems with-._ ** "

"I'm not training the kid," Matt said a bit harshly. "Not after-."

Hearing Matt trail off, Shang-Chi sighed. " ** _Connor's death wasn't your fault._ ** " He said knowing that Matt once had an apprentice that wanted to follow in his footsteps.

Matt gave a humorless laugh. "Isn't it? I found the kid and trained him up, he got killed because of my arrogance."

He hasn't thought about Raymond Connors in years, not since that time he let the kid patrol on his own and he ended up running into the Hand and Matt didn't find out until he found his lifeless body after Connor didn't call in.

He still had the suit that Connors fought in, locked away in a trunk in his closet, a reminder of his failure.

" ** _I'll think about it Matt._ ** " Shang-Chi said knowing that Matt wouldn't budge on that matter.

* * *

Penny groaned, waking up the next morning her stomach flaring up.

Turning her head, she saw that it was near one in the Afternoon, she was asleep for quite awhile.

Messing with her bed hair, she lifted her shirt to find that the burn while still there looked pretty healed showing she had a bit of a healing factor. "At least I won't have to explain about this soon." She muttered, deciding to take a shower to get rid of the smoky smell.

She would have to see about getting her suit washed up to.

"I need to get this repaired too." Penny sighed as there was a big burn hole in the stomach area.

Perhaps she should make a back-up costume in case something like this happens?

Moments later she was sewing the costume back together while sitting at the kitchen table, a crustless PB&J sandwich half-eaten on the plate while watching the News as it talked about the mess at the docks.

There wasn't any word about her or Daredevil's involvement but it said that a lot of people were able to see their families again after the surviving Bratva who were there along with the Beetle, who she now saw was named Abner Jenkins, were arrested and sent to Ryker's Island.

In a way, Penny couldn't help but be proud of this accomplishment.

She helped quite a few people last night, fought alongside another vigilante and managed to find out about a place where she could be treated, no questions asked if she was injured.

Turning the TV off once more when it was talking about there being a scientific reveal at the Baxter Building this next weekend, Penny sighed.

All she needed to do was find a way to support her Aunt and she would be set.

She knew that the bills were only going to get worse-even more so with Ben gone and Penny knew that they would be getting something for his life insurance, but even that would run out.

Eddie was making money but he was paying for his tuition so she knew May wouldn't accept the money when he needed it.

Looking at the table, Penny saw the paper that Eddie usually reads, the Daily Bugle. "He must've forgotten to take it with him." She muttered her curiosity getting the best of her.

Besides the whole thing with the Expo with Tony Stark in two days there was something else there.

Eyes widening, Penny read the ad.

' ** _Pictures of Spider-Man wanted. 500 Dollar Reward Money._ ** '

Leaning back in her chair, Penny looked lost in thought.

This was actually not a bad idea, it would help her out big time and by taking pictures for a paper she could learn where some crimes are and use going to take pictures as an excuse for changing into her suit.

It would be like Clark Kent in those Superman comics-or would she be more like Jimmy Olsen?

"Except how do I take pictures of myself?" Penny muttered, an idea coming to her. "A camera with a timer!"

First she needed a camera and then she could do this.

And this next night she'll test it out.

* * *

"Boss calm down-." The Big Man tried to say only to move his head as a globe crashed into the wall, going through it from the force of the throw.

"Calm down?!" Wilson Fisk asked a hint of a snarl in his tone, slamming a hand on his desk, the force making it crack. "We lost ten thousand dollars because of that incident, those containers all bearing my company's logo, destroyed in that firefight. I'll be calm when I have that bug nailed to my wall!"

' _ Not to mention that bug made contact with the Daredevil. _ ' Fisk thought as when he found out what happened he dug deeper to find out the reason his content was destroyed.

Accident or not, this Spider-Man has made a grave mistake.

"Tell the Enforcers that their time table moved up, I want that Bug dead by the end of the week."

"The end of the-Boss that's tomorrow, we haven't had any time to put together a pattern-." The Big Man tried to say only for Fisk to grab him by the neck and lift him up, choking a bit.

"By. The. End. Of. The. Week." Fisk said slowly to show he was not messing around before dropping the gasping Big Man.

"G-Got it." The Big Man muttered but he had a frown. He turned his back and left Fisk's office.

' _ Someday Fisk, someday very soon I'll be getting you back for all of this humiliation. _ ' The Big Man thought darkly. ' _ And I'll kill you myself when I take over. _ '

* * *

"Thanks for letting me borrow this Harry," Penny said with a smile as she was holding a digital camera that Harry had the two walking around Queens, she met him by the bridge and were now heading over to her place. "I'll get it back to you soon."

"Nah you can keep it, I have another one," Harry said with a chuckle. "So why did you need one?"

"That's a secret," Penny said, not saying why for the moment, knowing that Harry would try to talk her out of this before giving a small wink. "If it goes well you'll see soon."

"Okay now I'm really curious," Harry said before they saw a new car at the house next to Penny's. "Did Miss Watson get a new car?"

"No she didn't-." Penny stopped when she saw another girl walk out to grab some bags from the car.

This girl looked to be the same age as them with shoulder-length fiery red hair and green eyes, wearing a yellow shirt and a red hoodie over it.

It clicked in Penny's head. "Oh that's Anna's niece that Aunt May told me about, said her name was Mary-Jane," Penny turned to look at Harry only to see him a bit awed and followed his gaze to Mary-Jane. "Harry?"

Penny didn't need to be told what happened when she saw the look Harry was giving this Mary-Jane who hasn't seen them yet and Penny could see why that was as she could safely say that she was beautiful.

If anything, Penny was beginning to feel a little self-conscious about herself looking at Mary-Jane before she snapped a finger in front of Harry, getting his attention.

"Hu-what?" Harry blinked while Penny gave him a look.

"You're drooling." Penny said with a smirk, surprising Harry before he realized what he did.

"Uh I wasn't." Harry looked away with embarrassment while Penny giggled at his reaction.

However, she couldn't help but feel a small pang from what happened.

** _To Be Continued…_ **

**Notes for the Chapter:**

> So Penny had her first ever team-up as Spider-Man with none other than the Man without Fear known as Daredevil, I always liked the friendship the 616 comics showed between Spidey and DD and hope that I manage to show the beginning of a good friendship in this story-I figured that out of all the heroes he would be able to tell immediately, besides Logan, that Spider-Man was in fact a girl in this story, along with using an amalgam of the 616 and Ultimate version of the Beetle who was on the Rouges list for Daredevil, Spider-Man and the Human Torch.
> 
> Not only that but Penny is making quite the name for herself with the Kingpin wanting her alter-ego out of the picture, the Big Man is planning some moves and that's just the beginning.
> 
> Then we have her personal life with getting ready to get a job at the Bugle along with MJ finally entering the picture and Harry being breathless at his first glimpse of her which had Penny feeling something-doesn't mean anything might happen but it could.
> 
> And Raymond Connor was Daredevil for a short time in the Ultimate Comics before he ran into a horde of Vampires very early in his career-one of them being a Hulk Clone, he didn't really make it which was a shame considering his character had so much potential-I might do something with him in this story or just leave him dead-haven't decided yet.


	8. The Enforcers

Norman gave a frown as he was taking a blood sample from the Scorpion while Octavius held it down with Coulson watching, the former acting as if nothing was wrong.

"So Agent Coulson what do we owe the pleasure of your visit today?" Norman asked as if he was making conversation.

Coulson smiled, but it didn't reach his eyes, showing his lack of trust in Norman. "The Council is getting impatient about the lack of results." He said hoping to agitate him to where he would slip up.

"Well tell them that we're working to ensure another Hulk doesn't happen." Octavius spoke up with a frown at hearing about this council.

In his opinion they were a group of idiots who didn't know the first thing about what he and Norman were trying to achieve.

"Shall I quote you on that?" Coulson asked glibly with Octavius giving a glare at the Agent.

"If you must." Norman said knowing what Coulson was up to, but he had to give the man credit, he knew what he was doing as Octavius was too proud to put up with something like that for long. "The Council will have their new Captain America, but it takes time-."

An explosion ripped through the place, catching Coulson off guard as Norman let himself be moved back, the force still knocking him off of his feet while Octavius used his metal arms to keep himself in place.

Coughing the three looked to see a figure standing tall with a white cloak around his armored body, a skull mask covering his face as he had two swords sheathed and was armed to the teeth in guns.

"Agent Coulson, I'm surprised to see you here." Tony Masters, the Taskmaster, commented before firing at Coulson who quickly kicked off the ground as his back was to an overturned table, flipping over it to take cover, pulling a pistol out.

"Coulson to SHIELD, I am under fire at Oscorp, Taskmaster is here," Coulson shouted in his com link. "I repeat, Taskmaster is- dammit."

All Coulson could get was static showing that Taskmaster messed with communications.

"Who the hell are-?!" Norman pushed himself up only to be given a palm strike to the chest, sending him into the wall where he crumpled unconscious.

"You have some nerve." Octavius snarled his metal arms flying at Taskmaster who dodged out of the way like a gymnast, a look of intrigue under his mask at how Octavius was able to fight.

"I have to say you interest me, a man with your arms could go places." Taskmaster commented before throwing a flashbang that went off, blinding Octavius before Taskmaster tossed a grenade, the explosion that Octavius used his arms to shield himself sent him flying into a machine, one of the metal arms piercing it as electricity surged through him, before another piece of machinery fell on top of him.

Seeing that he was taken care of, Taskmaster grabbed the Scorpion only to duck a bullet with Coulson firing at him as he ducked and weaved around them with inhuman speed before tossing a knife right in the chamber of the pistol making it backfire and another knife right in Coulson's kneecap, sending him down.

"I could easily kill you Coulson, but I want Fury to know that my client sends his regards." Taskmaster said walking away with the Scorpion as the lab burned.

* * *

Penny looked pretty nervous as she brushed her hair, now wearing a black long sleeve shirt with a blue sleeveless vest over it and a knee-long skirt on, along with knee-high socks and black pull on shoes with her Spider-Man outfit in her backpack.

The other night she managed to test out her idea of taking pictures of herself as Spider-Man by webbing it to the wall with a timer to go off every few seconds while she stopped a small Gang War.

After that she looked at the pictures on the computer before printing them out and she had to say they were amazing, shots that had an added flair to them.

' _ Hopefully they'll be enough. _ ' Penny thought, straightening her skirt with a wince.

She wasn't really that used to wearing one but she had to make a good first impression to get a job.

Checking her hair one more time to see that it was good, Penny placed her glasses on and smiled brightly.

Okay she's good.

Taking her phone out, she dialed in the number she took from the Daily Bugle. "Welcome to the Daily Bugle, my name is Betty, how may I be of service?" A young woman answered with Penny swallowing a bit.

"I want to make an appointment to sell some photographs of Spider-Man." Penny said nervously.

There was a hushed silence before Betty was heard in the background and Penny swore she heard someone yelling before Betty's voice came back through. "Are they authentic? Because we've had a lot of people come in with fakes."

"They're authentic." Penny promised with a smile.

"How soon do you think you can get here-?" Betty trailed off not knowing the name.

"Penelope Parker and I can get there in the next hour if nothing happens." Penny promised grabbing the small folder.

"Alright Ms. Parker see you soon." Betty hung up while Penny gave a laugh to calm herself down.

"That went better than expected." Penny commented checking the time as her Aunt would be getting released either later today or tomorrow.

* * *

Penny took a deep breath as she entered the Daily Bugle an hour later and walked to the front desk. "Hi, I'm Penelope Parker and I'm here with an appointment." She said to the person who worked there who glanced up with a raised brow.

"Kid you sure you're in the right place?" The guy asked with Penny giving a frown.

"I have an appointment." Penny repeated a little annoyed while the guy sighed.

"Alright." He said handing Penny a pass so she could get into the elevator that took her to the main floor for the Bugle where she saw people moving quickly.

Looking around she saw a desk with the name 'Betty Brant' on it and smiled as the woman looked to be in her early twenties with brown hair with the sides curled up, wearing a blue jacket and jeans. "Betty?" Penny asked to be sure as she looked up.

You lost?" Betty asked, wondering how a kid got up here.

"No we spoke on the phone, I'm Penelope Parker." Penny said surprising Betty.

"Not going to lie, I was expecting for you to be out of school." Betty commented with Penny looking nervous.

"Well I-?"

"Do you mean to tell me that you still haven't made a dent in this story Ulrich?!" Jameson snapped, exiting his office with Ben Ulrich right behind him.

"Jameson there's barely anything on the guy, I asked around with the people he's saved, with Ed, the Police, heck I even asked the people he put away and we still don't know much about Spider-Man," Ulrich said, catching Penny's attention. "That and we don't have a good picture-."

"What is he, camera shy or something?" Jameson asked in disbelief before sighing. "Write what you have for the paper and get Foswell to dig deeper with his contacts-."

That was when he noticed Penny and frowned.

"And who the hell are you? We aren't a daycare," Penny didn't have time to answer as Jameson was pushing her towards the elevator. "Look kid, we're an extremely busy paper and we don't have time to waste like you just wasted 10 seconds of our time here."

"But I-?" Penny was cut off when the elevator door closed.

"Alright now where's Robbie, he's never this late and while we're on the subject of late where is Parker?! We need those photos yesterday!"

Betty crossed her arms. "Robbie called four minutes ago saying he was going to be late because of traffic and he's on his way and you just kicked Penelope Parker out." She said pointing to the elevator.

Jameson gained a stupefied look on his face making Betty wish she had a camera for that before he snapped out of his stupor. "Don't just stand there, get her back!"

"On it." Ulrich said quickly taking the stairs as they only had one elevator.

* * *

Penny grumbled as she walked out of the Bugle. "The nerve of that guy," She muttered in distaste. "He didn't even give me a chance to explain."

"Yeah he has that quality charm doesn't he?" Penny blinked and turned to see Ulrich exiting the building looking a little out of breath. "Sorry about that, Penelope right?"

Penny gave a nod while Ulrich chuckled.

"Jameson just learned who you were not even five seconds after putting you in the elevator, think you can come back up?" Ulrich asked with Penny looking contemplative. "Those pictures are the real deal right?"

"You tell me." Penny showed one of them, an aerial view of Spider-Man flipping in the air with one hand on a thug's head while spinning around using the other hand to shoot webbing at the other gang members.

Ulrich's eyes widened looking at the photo intently.

The man knew how to spot a fake picture and nothing about this picture screamed fake. In fact this wasn't only the real deal but this photo and the dynamic was pretty amazing.

"How did you get this type of shot?" Ulrich asked in shock while Penny smiled a bit shyly.

"Just lucky, I guess."

"Well that type of luck made you the only person to get a picture of this guy that isn't blurry." Ulrich said, handing the picture back. "Ben Ulrich."

Penny tensed as soon as she heard the guy's name, which Ulrich noticed.

"Something wrong?"

"I had an Uncle named Ben." Penny muttered looking away.

' _ Had? _ ' Ulrich quickly put it together with her last name.

Ben Parker being killed was on the News as well with this Carradine fellow being one of the first people Spider-Man caught.

"Just call me Ulrich, everyone else does." Ulrich said with a friendly smile.

As he watched Penny go upstairs, Ulrich cupped his chin and decided to go to his last source for more information on Spider-Man.

' _ Maybe Matt knows something. _ ' He thought as he knew exactly who Daredevil was considering the man was his main contact to get the ammunition he needed against the Kingpin.

Later on, Penny was in Jameson's office as he sat at his desk. "Sorry for kicking you out Parker, I wasn't expecting you to be a kid," He apologized, interlocking his fingers. "Now those photos?"

Penny handed him the folder as he opened them and while his eyes widened he quickly frowned.

"Crap, Crap, Mega Crap," Jameson listed with Penny looking surprised. "Ultra Crap."

Truthfully Jameson found them good but he didn't want the kid to think he was nice like that stupid rumor that got spread around the Bugle when he gave some of his employees an anonymous Christmas Bonus, whoever spread that rumor is going to be in a lot of trouble if he finds them.

Jameson found one and held it up. "Decent for what we need, I'll give you a hundred Dollars."

This was a test to see if this Parker had a spine to try and get the reward money or to fold and take the hundred.

"A hundred?! But the ad said five hundred." Penny said unable to believe that.

"For decent pictures, these are crap." Jameson said looking at her, seeing what she would do.

"No it said for any picture, I checked for fine print." Penny glared with Jameson glaring back before he chuckled.

"Two hundred."

"Five hundred."

"Two-Fifty."

"Five hundred." Penny continued with Jameson frowning, the kid was persistent. "Or I take these to the Globe."

Jameson stood up abruptly at that and Penny tensed before realizing that her Spider-Sense wasn't going off.

"You've got guts kid I'll give you that." Jameson said with a smirk. "Fine five hundred, Brant will give you the money and I'll buy the rest of these pictures for a hundred each."

Penny blinked as that would give her up to eleven hundred dollars an extra six hundred more than she was expecting.

"No sense in you going to the competition with the others." Jameson said, lying a bit as he wanted to keep these photos for future use if he had to. "And if you get any more of that Wall Crawler then be sure to bring them here alright?"

"Does this mean I have a job?" Penny asked hopefully.

Jameson just laughed as if Penny told the most hilarious joke in the world before stopping. "Oh you're serious? I don't hire kids, however I can't stop you from taking pictures, so if you have any newsworthy ones then bring them in and we'll talk."

Penny smiled a bit as he was saying she was a freelancer and she was fine with that for the moment.

So on getting the slip from Jameson, she walked out and handed it to Betty. "Hi Ms. Brant." Penny greeted with a polite smile that Betty returned.

"Call me Betty," She said typing on the computer the number on the slip that Jameson gave. "Have to say you must've impressed Jameson, haven't seen him that happy in a long time."

"He didn't seem impressed," Penny said thinking back to how he called her pictures crap before blinking. "Or happy."

Betty gave a low chuckle. "Trust me he was impressed, he tries to hide it but Jameson is a softy deep down."

"We talking Grand Canyon deep or Depths of Hell deep?" Penny quipped, earning a snort from Betty as she handed Penny her new check.

"Hope you stick around Ms. Parker." Betty said with Penny giving a smile of her own.

"Penny and I might."

* * *

Moments later, Penny was out swinging around as Spider-Man doing a flip.

This was starting to become very relaxing for her, which was strange because before the spider bite the thought of being this high in the air would've scared her senseless.

Soon enough, Penny landed on the side of a building next to a Gargoyle taking a deep breath as she laughed before she continued web swinging.

She just made a grand in a few minutes due to taking a few selfies while kicking butt, Penny didn't know if that was sad or hilarious to be honest but it looks like she found a good paying job provided she keeps doing what she does.

If she does then she has a good paying job to help out with the bills.

Right now she was on her way to the bank where she'll find a spot to change into her normal clothes and then deposit the check.

After that she would go help Eddie pick up May.

Unknown to Spider-Man however, someone was following her movements with a sniper scope.

"I have the bug in sight." Fancy Dan said in his ear piece looking very different as he was dressed in some high-tech gear with a sniper rifle.

" ** _Take the shot._ ** " The Big Man ordered.

Letting go of the web, Spider-Man paused, her spider-sense going off before she instinctively twisted her body, her head leaning to the side as a sniper bullet sailed past her head with her eyes widening in disbelief.

"Shit, he dodged it." Fancy Dan cursed quickly taking another pot shot.

"Someone is shooting at me?!" Spider-Man asked in shock listening to her Spider-Sense more and more as she dodged two more sniper shots that hit the building she was swinging by, thankfully they hit the wall instead of the glass.

It didn't take long for Spider-Man's spider-sense to pinpoint where the shots were coming from and swung over, landing behind Fancy Dan, covering the Sniper Rifle with webbing.

"What's the big idea taking pot shots at me?" Spider-Man asked, seeing the guy before her spider-sense went off, confusing her as this guy wasn't moving.

Realizing what it meant, Spider-Man was too late to move as a whip wrapped around her throat and tightened making her gasp for air as Montana just tipped his cowboy hat forward.

"Somebody got cocky," Montana said in his southern accent. "Dan, finish him off."

Fancy Dan brought out a pistol, but Spider-Man kicked upward, knocking it out of Dan's hand while doing a backflip where she shot webbing at Montana's face making his grip loosen up to where she was able to get out of the whip, taking deep breaths of air.

"I might tie people up but I'm not that kinky." Spider-Man said without thinking before blushing under her mask for even saying that. ' _ Okay I think that joke might be a bit much. _ '

Backing up, she ended up bumping into someone huge and looked up to see Ox looking down at her, so Spider-Man spun around to punch him and ended up hurting her own hand as the guy smirked.

"That all you got?" The guy went to deliver a punch that Spider-Man jumped over, eyes widening as he punched right through the roof of the building and pulled his hand out without any tears or blood showing.

' _ Just who are these people? _ ' Spider-Man thought with Dan getting his pistol again and began to fire at her while Montana got his eyes clear enough to start swinging the whip.

She barely had time to think as she moved between them before she was forced to dodge either a bullet or the whip and since she didn't want to get shot she dodged the bullet right as the whip wrapped around her ankle and pulled her right into Ox who delivered a left hook, sending her right through a brick chimney, breaking it.

"Ooh, going to feel that one." Spider-Man muttered, her head buzzing. "I know I'm in danger thank you very much-ack."

Ox picked her up by the throat while the whip was tied around her body. "He isn't so tough," He said with a laugh. "The Kingpin was worried for nothing."

' _ K-Kingpin? _ ' Spider-Man thought a bit hazy as he was starting to apply pressure.

"Ox just snap his neck and be done with it." Montana said, keeping a tight grip on the whip.

"Hang on, how about we see who's under that mask?" Dan suggested in an earpiece. "Could be somebody valuable."

" ** _No chances, kill him._ ** " The Big Man ordered.

Not wasting any time, Spider-Man saw one way out and kicked forward.

Ox's eyes widened in a mixture of pain and disbelief as he doubled over from the pain in his groin, his grip going slack while Spider-Man used his chest to kick off, webbing his face in the process, twisting her body to dodge the bullets from Dan who tried to shoot her in a fit of panic.

Landing on the ground, Spider-Man used her strength and spun around with the whip still tied around her, sending Montana right into Dan, sending the two right into the still recovering Ox.

Now free of the whip, Spider-Man webbed the three of them together, looking relieved that she managed to win.

' _ Man these guys were something else. _ ' Spider-Man thought, rubbing her sore throat. ' _ Especially how they worked together. _ '

She's been having an easy time with just regular criminals but these guys gave her just as much trouble as the Beetle did by himself.

' _ Maybe I am getting too cocky. _ ' Spider-Man thought seeing them struggling and not wanting to risk this Ox tearing through the webbing considering the damage he caused, Spider-Man shot even more webbing, enveloping them to where they could barely move, using up all the webbing in her web shooters before reloading them.

"Okay, so any of you want to tell me what that was about?" Spider-Man curiously asked, crossing her arms.

"Screw you bug." Dan snapped with Spider-Man giving a frown.

"You do realize that insult doesn't even work right?" Spider-Man asked, giving a grin. "The technical term is Arachnid, but you would've known that if you weren't a dropout."

"Oh I'm going to squash you." Ox snarled that line getting to him along with the fact that this brat hit him below the belt.

"Cool it Ox," Montana said calmly, eyeing Spider-Man. "You might've caught us by surprise freak, but we never let a job go unfinished."

"Now we're getting somewhere, one of you said something about a Kingpin earlier?" Spider-Man said, both Dan and Montana looking at Ox who looked a bit subdued because of that. "I assume he hired you stooges for this job?"

"Actually this might work in our favor," Spider-Man tensed upon hearing another voice and turned to see the Big Man who was in the process of lighting a cigar, his mask pulled up to his nose. "You're pretty skilled, Spider-Man was it?"

"What's it to you?" Spider-Man asked tensing just in case this guy tried something.

"Careful I could be your best pal or your worst enemy depending on what you say." The Big Man said, waving a finger at Spider-Man.

"Boss?" Ox asked with Spider-Man tensing.

"You're the Kingpin?" Spider-Man asked, the Big Man taking a long drag on his Cigar before blowing the smoke out.

"No, I'm the Big Man, the Kingpin is someone else who I can point you in the direction of if you're interested," The Big Man smirked at Spider-Man. "What do you say?"

Spider-Man kept quiet. "What's in it for you?" She finally asked after a few seconds, her spider-sense wasn't going off so this guy wasn't planning on attacking her at this particular moment.

"I'm sick of that bastard using me and my Enforcers behind you as his own personal soldiers." The Big Man snapped in anger. "If he were to be taken out of the picture, I would be very grateful."

"So it's a power play." Spider-Man realized having watched enough crime dramas to know about that.

"If you want to word it like that sure." The Big Man said with a shrug.

Truth be told he never liked Fisk at all and the fat tub of lard never gave him or the Enforcers a choice in working for him when he took over.

"Think about it like this, you take down the Kingpin and you won't have to worry about him sending people after you," The Big Man pointed out with Spider-Man hesitating at hearing that part. "What do you say?"

"I'd say you're crazy, how do I know that you're telling the truth?" Spider-Man asked jumping to land on the edge of the building after doing a backflip. "For all I know it could be an elaborate ambush."

"Just look up Wilson Fisk and you'll know I'm telling the truth," The Big Man said, taking another puff of his Cigar. "The rest is up to you."

' _ Wilson Fisk? _ ' Spider-Man thought not expecting to hear that name. ' _ The Philanthropist? _ '

"You know I can't exactly let you go." Spider-Man said knowing this guy was a criminal.

"And what would you arrest me for? I did nothing wrong." The Big Man said with a smirk.

The sound of ripping made Spider-Man look towards the Enforcers where Ox managed to rip the webbing apart freeing them and her spider-sense went off when Ox went to tackle her only for the Big Man to call out.

"Stand down."

"But-." Ox looked at the Big Man only for Montana to shake his head.

"Boss said to stand down Ox, the fighting's done." Montana told him. "Let's just go get something to drink."

"Whoa hold it, I never said you guys could go walk free-." Spider-Man went to say only to hear gunfire nearby along with screaming.

"Well then hero, looks like you have a choice, either go prevent someone from dying or ignore that and stop us." The Big Man stated walking off with Spider-Man glaring at him and the Enforcers who tensed just in case Spider-Man wouldn't let this go before she sighed.

"Next time I see you three you're going down."

"Funny bug, I was going to say the same thing." Montana said while Spider-Man jumped off the building to swing after the gunshots.

As soon as she was out of sight, Dan looked at the Big Man. "Boss are you nuts? You just ratted out the Kingpin!" He said a bit hysterically. "You've heard the stories of what happens to people who do that-."

"And he doesn't know I did it, you going to tell him Dan?"

"Of course not," Dan said as he wasn't a snitch. "But if he does find out all of us will have targets on our backs!"

Montana took over. "Then we keep our mouths shut Dan, no talking about it capiche?"

"I still want to squash that bug for doing that to me." Ox said rubbing his lower part with a wince.

"Yeah we should probably have a doctor take a look at that." Dan said, shaking his head.

* * *

Penny winced as she took the mask off at home, deciding to stop by there instead of going to the bank like she planned, seeing her face with a bruise on her cheek along with a bit of rope burn on her neck.

Oh man, how was she going to explain this? Sure she could say that the bruise on her face was her being clumsy and tripping over something-it wouldn't be unbelievable as she was clumsy before getting her powers, but the rope burn was something else entirely.

' _ I just have to hide it until it heals. _ ' Penny told herself as she did have a healing factor if the fact that the burn on her stomach was almost entirely healed when before it would've been there for weeks-hell before she wouldn't have survived getting it.

So she dug into her closet happy that fall was close as it would've given her a better excuse to wear some of her warm clothes.

Soon she had a turtleneck and pants on over her costume, hiding the rope burn.

Penny placed a hand on her face with a wince, the bruise stinging a bit.

Funny how that mess with the Beetle didn't give her any injuries from the burn-or maybe they did and they disappeared while she slept?

"I wonder what the limitations of my healing is?" Penny muttered to herself before getting on her computer, bringing google up. "Alright, Wilson Fisk."

The articles that came up were stuff about Fisk Industries, the charity events he's done-how he sent big fat checks to New York City Hall and the Police Precinct along with him shaking hands with a judge and a few lawyers.

' _ Alright he has a good public image, but there's nothing really linking him to any crimes. _ ' Penny thought back to what the Big Man said before snorting. ' _ Although this guy really needs a salad stat. _ '

Seriously there were so many opportunities for a fat joke it wasn't even funny.

"Huh it looks like he's going to be at the Stark Expo tomorrow." Penny said thinking back to how it seemed like a lifetime ago when Harry asked if she wanted to go there.

Deciding to dig a little deeper, Penny went back on Google and added 'Kingpin' to the search and a whole lot more articles came up, however they were blurred out for the most part before Penny froze.

There was a picture of Fisk being arrested alongside Carradine a few years ago.

' _ And Carradine was killed in Prison not even two days after I got him. _ ' Penny's mind was working overtime at hearing this. ' _ If this Fisk is the Kingpin and controls everything then Carradine dying makes sense considering the guy might've cut a deal to try and get a reduced sentence. _ '

But still it was all speculation at this point.

Still there was the matter that this makes business with Fisk-if he is the Kingpin-a bit personal.

"Alright Big Man you got my attention with this." Penny said with a frown.

* * *

"Penny what happened to you?!" May asked, being discharged from the Hospital while her niece winced.

She tried to use some makeup to lessen the bruise but her Aunt saw it anyways.

"I tripped." Penny said her cheeks heating up while she looked away, pretending to be embarrassed. "I was rushing while dusting the house."

It wasn't really a lie as she made sure to do that before meeting up with Eddie to help May home.

Speaking of Eddie, he gave Penny a worried look as he was pretty sure that was a bruise from a punch, but he couldn't get her to tell him so he left it alone.

For now at least.

** _To Be Continued…_ **

**Notes for the Chapter:**

> Alright Penny had her first encounter with the Enforcers in this chapter who I hoped you enjoyed and while some people will probably be confused because of the fact that they were actually holding their own against her it's like this.
> 
> First off Penny has only been dealing with regular drug dealers and street thugs unless you count that mess with the Beetle so the Enforcers who had training and teamwork were able to keep her on her toes. Secondly she's still a teenager so she hasn't reached her top strength yet, she has to still grow into it, especially since her body still only changed recently.


End file.
